san bernardino international airport authority...

SAN BERNARDINO INTERNATIONAL AIRPORT AUTHORITY REGULAR MEETING AGENDA

WEDNESDAY, MAY 27, 2020

3:00 P.M. (Closed Session, immediately followed by Open Session)

MAIN AUDITORIUM – Norton Regional Event Center – 1601 East Third Street, San Bernardino, CA

A regional joint powers authority dedicated to the reuse

of Norton Air Force Base for the economic benefit of the

East Valley

John Valdivia, President

Mayor, City of San Bernardino

Vacant , Vice President

Penny Lilburn, Secretary

Mayor Pro Tem, City of Highland

COMMISSION MEMBERS:

Frank J. Navarro

Mayor, City of Colton

Dawn Rowe

Supervisor, County of San Bernardino

Theodore Sanchez

Mayor Pro Tem, City of San Bernardino

Rhodes Rigsby

Councilmember, City of Loma Linda

ALTERNATE COMMISSION MEMBERS:

Phillip Dupper

Mayor, City of Loma Linda

Curt Hagman

Supervisor, County of San Bernardino

Larry McCallon

Mayor, City of Highland

Henry Nickel

Councilmember, City of San Bernardino

Jack R. Woods

Councilmember, City of Colton

Full agenda packets are available at the SBIAA office, 1601 East Third Street, San Bernardino, California, will be

provided at the meeting, and are posted in the Public Meetings/Agenda section of our website at www.sbiaa.org. Office

hours are 7:30 a.m. to 5:30 p.m., Monday through Thursday, 8:00 a.m. to 5:00 p.m., Friday.

Recordings of the SBIAA Commission meetings are available in the Public Meetings/Agenda section of our website at www.sbiaa.org.

In compliance with the Americans with Disabilities Act, if you need special assistance to participate in this meeting,

please contact the SBIAA office at (909) 382-4100. Notification 48 hours prior to the meeting will enable SBIAA staff

to make reasonable arrangements to ensure accessibility to this meeting.

Anyone who wishes to speak during public comment or on a particular item will be requested to fill out a speaker slip.

Prior to speaking, speaker slips should be turned in to the Clerk of the Board.

Public comments for agenda items that are not public hearings will be limited to three minutes.

Public comments for items that are not on the agenda will be limited to three minutes.

The three-minute limitation shall apply to each member of the public and cannot be shared.

An additional three minutes will be allotted to those who require translation services.

001

http://www.sbiaa.org/


Regular Meeting Agenda SBIAA

May 27, 2020

5/21/2020 3:13:47 PM Page -2-

SPECIAL NOTICE REGARDING COVID-19

**COVID-19 Update: With the Governor’s Declaration of Emergency for the State of California (Executive

Order N-25-20) and the San Bernardino County’s Public Health Officer’s order related to group gatherings,

the San Bernardino International Airport Authority (SBIAA) requests the help of the public in preventing

the spread of the coronavirus and COVID-19. In light of the social distancing requirements and the limited

capacity of the SBIAA Commission chambers, we request that individuals view a live stream of the meeting

on www.sbiaa.org established by the SBIAA in order to view the SBIAA Commission meeting. Individuals

who do not wish to attend the SBIAA Commission meeting in person, but who wish to provide their

comment related to an item before the SBIAA Commission, are encouraged to prepare their comments in

writing and send them via email to [email protected]. All comments received by 1:00 pm

on the date of the SBIAA Commission meeting will be printed for Commission Member consideration

before action is taken on that matter. SBIAA Commission members are not required to attend in person and

may attend the meeting via web/telephone conference.**

ORDER OF BUSINESS – CLOSED SESSION

This meeting of the governing Commission of the San Bernardino International Airport Authority will begin

with Closed Session Public Comment and Closed Session, immediately followed by the Open Session

portion of the meeting.

CALL TO ORDER

CLOSED SESSION PUBLIC COMMENT

RECESS TO CLOSED SESSION

A. CALL TO ORDER / ROLL CALL

B. CLOSED SESSION PUBLIC COMMENT

The Closed Session Public Comment portion of the San Bernardino International Airport Authority

Commission meeting is limited to a maximum of three minutes for each speaker and comments will be

limited to matters appearing on the Closed Session portion of the agenda. An additional three minutes will

be allotted to those who require translation services. Additional opportunities for further Public Comment

will be given during and at the end of the meeting.

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C. CLOSED SESSION

An announcement is typically made prior to closed session discussions as to the potential for a reportable

action at the conclusion of closed session.

a. Conference with Legal Counsel pursuant to Government Code Section 54956.9(d)(1) –

Inland Valley Development Agency, the Successor Agency to the Inland Valley Development

Agency, a joint powers authority/federal base reuse authority; San Bernardino International

Airport Authority, a joint powers authority, v. Michael Cohen, in his official capacity as the

Director of the State of California Department of Finance; DOES 1 through 50, inclusive,

Sacramento County Superior Court Case No: 34-2016-80002374.

b. Conference with Legal Counsel pursuant to Government Code Section 54956.9(d)(1) –

Inland Valley Development Agency, the Successor Agency to the Inland Valley

Development Agency, a joint powers authority/federal base reuse authority; San

Bernardino International Airport Authority, a joint powers authority, v. Michael Cohen, in

his official capacity as the Director of the State of California Department of Finance;

DOES 1 through 50, inclusive, Sacramento County Superior Court Case No. 34-2016-

80002615.

c. Conference with Legal Counsel pursuant to Government Code Section 54956.9(d)(1) –Inland

Valley Development Agency, the successor agency to the Inland Valley Development Agency,

a joint powers authority/federal base reuse authority; San Bernardino International Airport

Authority, a joint powers authority v. Keely Bosler, in her official capacity as the Director of

the State of California Department of Finance; Oscar Valdez, in his official capacity as the

County of San Bernardino Auditor – Controller/Treasurer/Tax Collector; and DOES 1

through 50, inclusive, Sacramento County Superior Court Case No. 34-2018-80003028.

d. Conference with Legal Counsel pursuant to Government Code section 54956.9(d)(2),

regarding significant exposure to litigation –

1. Center for Community Action, et al v. FAA, et al. Court of Appeals Docket # 20-70272

(consolidated with No. 20-70464); and

2. State of California, et al v. FAA, et al Court of Appeals Docket # 20-70464

e. Conference with Real Property Negotiator Pursuant to Government Code Section 54956.8

Property: Former Norton Air Force Base Hangar 763 Bays 3 & 4, 255 S Leland Norton Way,

San Bernardino, CA 92408

Negotiating Parties: Michael Burrows, SBIAA Executive Director and Joe Ermalovich,

Principal, AeroPro LLC.

Under negotiations: Instructions will be given to the SBIAA negotiator concerning

availability of property, terms and price.

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f. Conference with Legal Counsel pursuant to Government Code section 54956.9(d)(2),

regarding significant exposure to litigation – one case.

g. Conference with Labor Negotiators Pursuant to Government Code Section 54957.6.

The SBIAA Commission will meet with its duly designated representative to discuss salaries,

salary schedules and compensation, and fringe benefits payable to the following non-

represented positions specified by title.

Negotiating for SBIAA: President John Valdivia

Position Title: Executive Director

D. REPORT ON CLOSED SESSION

Public announcement(s) will be made following closed session if there are any reportable actions taken

during closed session.

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ORDER OF BUSINESS – OPEN SESSION

CALL TO ORDER OPEN SESSION

PLEDGE OF ALLEGIANCE

E. ITEMS TO BE ADDED OR DELETED

Pursuant to Government Code Section 54954.2, items may be added on which there is a need to take immediate

action, and the need for action came to the attention of the San Bernardino International Airport Authority

subsequent to the posting of the agenda.

F. CONFLICT OF INTEREST DISCLOSURE

1. Members shall note agenda item contractors and subcontractors which may require member

abstentions due to possible conflicts of interest.

[PRESENTER: Jennifer Farris; PAGE#: 008]

G. INFORMATIONAL ITEMS

It is intended that the following subject matters and their attachments are submitted to the Commission

members for informational purposes only. No action is required with regard to these items in the form of a

receive-and-file motion or otherwise. Members may inquire of staff as to any questions or seek clarifications,

but no discussion may ensue other than to place an item on a subsequent agenda for further consideration. In

such situations where permissible levels of discussion are conducted, members are reminded that staff has not

presented the related contractor and interested parties conflicts of interest disclosures that are typically

provided for agenda items for which action is intended to occur. Additionally, questions may arise as to

negotiation strategies or other legal issues which are more appropriately addressed in a closed session

discussion.

2. Informational Items

a. Executive Director’s Report [PRESENTER: Michael Burrows; PAGE#: 016]

b. Personnel update [PRESENTER: Catherine Pritchett; PAGE#: 017]

c. Update on Airline and Supply Chain Support Services [PRESENTER: Mark Gibbs;

PAGE#: 018]

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H. COMMISSION CONSENT ITEMS

The following consent items are expected to be routine and non-controversial and will be acted upon by the

Commission at one time under unless the Commission directs that an item be held for further discussion.

3. Register of Demands – May 27, 2020

[PRESENTER: Mark Cousineau; PAGE#: 019]

4. Receive and file Treasurer's Report for March 31, 2020 for the San Bernardino International

Airport Authority (SBIAA)


5. Approve Amendment No. 2 to the agreement with Cintas Corporation authorizing an increase

of $6,000 for a total revised contract not to exceed $38,000 for Uniform Rental Services for the

San Bernardino International Airport Authority (SBIAA)

[PRESENTER: Nikolas Persson; PAGE#: 028]

6. Approve Amendment No. 6 to a professional services agreement with Overland, Pacific &

Cutler, LLC in an amount not to exceed $12,250.00 to provide additional Right of Way

Acquisition Services for the Mountain View Widening and Reconstruction Project

[PRESENTER: Jim Harris; PAGE#: 032]

7. Approve Meeting Minutes: April 22, 2020

[PRESENTER: Jennifer Farris; PAGE#: 036]

I. COMMISSION ACTION ITEMS

Anyone who wishes to speak on a particular item will be requested to fill out a speaker slip. Prior to speaking,

speaker slips should be turned in to the Clerk of the Board. Public comments for agenda items that are not

public hearings will be limited to three minutes. An additional three minutes will be allotted to those who

require translation services.

8. Status of the San Bernardino International Airport Authority (SBIAA) financial and single audit

for the fiscal year ending June 30, 2020


9. Consider and discuss a report on the status of the annual budget preparation process


10. Consider and discuss a report on the status of International Trade Initiatives at SBD International

Airport

[PRESENTER: Michael Burrows; PAGE#: 059]

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11. Ratify the submission of a cooperative grant application and related ground lease with

StratosFuel, Inc.

[PRESENTER: Mark Gibbs; PAGE#: 061]

12. Review Status of the Action Plan for the San Bernardino International Airport Authority

(SBIAA) through June 30, 2020

[PRESENTER: Michael Burrows; PAGE#: 093]

J. ADDED AND DEFERRED ITEMS

Deferred Items and Items which have been added pursuant to Government Code Section 54954.2 as noted

above in Section E.

K. OPEN SESSION PUBLIC COMMENT

Anyone who wishes to speak during Open Session Public Comment will be requested to fill out a speaker slip.

Prior to speaking, speaker slips should be given to the Clerk of the Board. Public comments for items that are

not on the agenda will be limited to three minutes. The three-minute limitation shall apply to each member of

the public and cannot be shared with other members of the public. An additional three minutes will be allotted

to those who require translation services.

L. COMMISSION MEMBER COMMENT

Commission members may make announcements or give brief reports on activities or matters not appearing on

the agenda, as well as provide direction to staff relating to matters which may be addressed at this time.

M. ADJOURNMENT

Unless otherwise noted, this meeting will be adjourned to the next meeting of the San Bernardino International

Airport Authority Commission on Wednesday, June 24, 2020.

007

1

TO: San Bernardino International Airport Authority Commission DATE: May 27, 2020 ITEM NO: 1 PRESENTER: Jennifer Farris, Assistant Secretary of the

Commission

SUBJECT: POSSIBLE CONFLICT OF INTEREST ISSUES FOR THE SAN

BERNARDINO INTERNATIONAL AIRPORT AUTHORITY (SBIAA) COMMISSION MEETING OF MAY 27, 2020

SUMMARY This agenda contains recommendations for action relative to certain contractors/principals and their respective subcontractors. Care should be taken by each Commission member to review and consider the information provided herein to ensure they are in compliance with applicable conflict of interest laws. RECOMMENDED ACTION(S) Receive for information and consideration in accordance with applicable conflict of interest laws. FISCAL IMPACT None. PREPARED BY: Jennifer Farris CERTIFIED AS TO AVAILABILITY OF FUNDS: N/A APPROVED AS TO FORM AND LEGAL CONTENT: Scott Huber FINAL APPROVAL: Michael Burrows

008

1 BACKGROUND INFORMATION The potential conflicts information provided in this report and is intended to be used as a means for each voting member to verify campaign contributions from their individual campaign records. The following information is considered to be complete only to the best knowledge that has been disclosed to staff by the following listed contractors and in many instances may not be complete as of the date of publication of the agenda. Staff will endeavor to provide updates and supplements to the disclosure information to the extent additional contractor disclosure information becomes known to staff at or prior to each particular meeting time. In addition to other provisions of law which prohibit San Bernardino International Airport Authority (SBIAA) Commission members from having financial interests in the contracts of public agencies, the provisions of California Government Code Section 84308 prohibit individual SBIAA Commission members from participating in any Commission proceeding involving a license, permit, or other entitlement for use pending before the Commission, if the individual member has received a contribution of more than two hundred fifty dollars ($250.00) within the preceding twelve (12) months or for three (3) months following any such Commission proceeding, from any person, company or entity who is the subject of the proceeding, including parent-subsidiary and certain otherwise related business entities as defined in the California Code of Regulations, Title 2, Division 6, Section 18438.5, or from any person who actively supports or opposes a particular decision in the proceeding and who has a financial interest in such decision, as defined in California Government Code Section 87103. The restrictions of Government Code Section 84308 do not apply if the individual member returns the contribution within thirty (30) days from the time he or she knows, or should have known, about the contribution and the proceeding. This agenda contains recommendations for action relative to the following contractors/principals and their respective subcontractors (as informed to SBIAA staff by the Principals):

Agenda Item No.

Contractors/Tenants Subcontractors/Subtenants

C.e. AeroPro, LLC Michael Allen, President Joseph Emalovich, Owner Catherine Druia, V.P. Administrator Dora Allen, Office Manager

None.

5. Cintas Corporation Douglas Milroy, CEO

None.

6. Overland, Pacific, & Cutler, LLC Brian Everett, CEO Mike Leber, CFO Mark La Bonte, Senior Vice President Ray Armstrong, Senior Vice President Craig Justesen, Vice President Chad Wakefiled, Regional Leader Joe La Bonte, Project Manager Darryl Root, Regional Leader

None.

009

1 11 StratosFuel, Inc.

John Martin Avila Jonathan Palacios Avila

None.

Attachments: 1. California Government Code §§ 84308 and 87103 2. California Code of Regulations, Title 2, Division 6, §18438.5

010

2a

TO: San Bernardino International Airport Authority Commission DATE: May 27, 2020 ITEM NO: 2a PRESENTER: Michael Burrows, Executive Director

SUBJECT: INFORMATIONAL ITEMS – EXECUTIVE DIRECTOR'S REPORT SUMMARY An oral report will be provided at the time of the meeting. PREPARED BY: Michelle Casey CERTIFIED AS TO AVAILABILITY OF FUNDS: N/A APPROVED AS TO FORM AND LEGAL CONTENT: N/A FINAL APPROVAL: Michael Burrows

BACKGROUND INFORMATION None. Attachments: 1. None.

016

2b

TO: San Bernardino International Airport Authority Commission DATE: May 27, 2020 ITEM NO: 2b PRESENTER: Catherine Pritchett, Director of Administration

SUBJECT: INFORMATIONAL ITEMS – PERSONNEL UPDATE SUMMARY An oral report will be provided at the time of the meeting. PREPARED BY: Catherine Pritchett CERTIFIED AS TO AVAILABILITY OF FUNDS: N/A APPROVED AS TO FORM AND LEGAL CONTENT: N/A FINAL APPROVAL: Michael Burrows

BACKGROUND INFORMATION

• Maintenance Manager • Accounting Specialist

Attachments: 1. None.

017

2c

TO: San Bernardino International Airport Authority Commission DATE: May 27, 2020 ITEM NO: 2c PRESENTER: Mark Gibbs, Director of Aviation

SUBJECT: INFORMATIONAL ITEMS – UPDATE ON AIRLINE AND SUPPLY CHAIN

SUPPORT SERVICES SUMMARY An oral report will be provided at the time of the meeting. PREPARED BY: Catherine Pritchett CERTIFIED AS TO AVAILABILITY OF FUNDS: N/A APPROVED AS TO FORM AND LEGAL CONTENT: N/A FINAL APPROVAL: Michael Burrows

BACKGROUND INFORMATION

• Unical Aviation, Inc. • Delta Airlines • Fleet Yards, Inc.

Attachments: 1. None.

018

3

TO: San Bernardino International Airport Authority Commission DATE: May 27, 2020 ITEM NO: 3 PRESENTER: Mark Cousineau, Director of Finance

SUBJECT: REGISTER OF DEMANDS - MAY 27, 2020 SUMMARY SBIAA's Register of Demands. RECOMMENDED ACTION(S) Receive for information. FISCAL IMPACT Various accounts as shown. PREPARED BY: Mark Cousineau CERTIFIED AS TO AVAILABILITY OF FUNDS: Mark Cousineau APPROVED AS TO FORM AND LEGAL CONTENT: N/A FINAL APPROVAL: Michael Burrows

019

3 BACKGROUND INFORMATION The attached Register of Demands corresponds to checks issued in the month of April 2020. The total of the register is $713,036.50. Fuel: Epic Aviation was paid $305,860.12 and Merit Oil Co. was paid $17,258.54 for fuel to re-sell at the FBO and for fuel for SBIAA vehicles, respectively. Utilities: Burrtec Waste Industries Inc., City of San Bernardino Water Department, East Valley Water District, Edison, Frontier Communications, Underground Service Alert, Utility Telecom Group LLC, and Verizon Wireless were paid a total of $99,112.36 Employee Benefits: Kaiser Foundation Health Plan Inc. was paid $64,445.93. Capital Projects Cost: Cal Stripe Inc. were paid $3,995.00. Professional Services: Air Transport Business Development Inc., Aviatrix Communications LLC, Boston Fox Tigue International LLC.; EMS Bruel & Kjaer Inc., Imagine Systems Inc.; Ludwig Engineering Associates Inc., Mead & Hunt Inc.; Mirau, Edwards, Cannon, Lewin, & Tooke LLP.; and Zenaida Global were paid a total of $91,926.35. Other: The Airshow Advisors were paid $17,500.00 for management fees for the SBD Air Fest 2021 event, a $12,900 payment to SKYMark Refuelers LLC for a new-leased refueler with lift for Luxivair, and various vendor and exhibitor deposit refunds for a total of $36,140. Attachments: 1. Register of Demands for the May 27, 2020 Commission Meeting. 2. VISA breakdown - April 2020

020

Company Name Description AP Register1 SBD Air Fest 2020 Vendor/Exhibitor Deposit

Refunds

Air show vendor refunds (8 checks totaling $5,190); Car show exhibitor

refunds (20 checks totaling $550)5,740.00

2 A/C Mechanical Inc. HVAC system maintenance and repairs 1,285.04

3 Air Transport Business Development Inc. Business development and sales marketing w/Luxivair SBD-services 9,749.84

4 Aircard Refund due to card error-Forestry & Fire fuel sales Jet A 6,215.76

5 Airgas Inc. Oxygen and nitrogen for FBO 420.65

6 Allison Mechanical Inc. 1 year maintenance for A/C and Luxivair HVAC repair and replacement 6,338.00

7 Amazon Miscellaneous purchases, supplies, and goods-security 437.74

8 Aramark Refreshment Service Coffee & breakroom supplies 131.40

9 Aviatrix Communications LLC Provide public relations regarding noise education associated with aircraft

noise & community outreach initiatives8,099.70

10 Battery Worx Battery replacements and related supplies 1,907.53

11 BC Rentals Inc. Anti graffiti UV protection signs 323.25

12 Bernell Hydraulics Inc. Parts, hydraulic hoses, cylinders and repairs 533.35

13 Blueglobes LLC Airfield lights and fixtures supplies 806.86

14 Boston Fox Tigue International LLC Marketing and avertising services 29,251.75

15 Burrtec Waste Industries Inc. Trash removal services 1,752.26

16 C & A Janitorial Services Janitorial services 13,771.60

17 Cal Stripe Inc. Layout & install new GA Taxiway centerline marking-Taxi lane 3,995.00

18 CED-Consolidated Electrical Distributor Electrical repairs and supplies 2,092.50

19 Cintas Uniforms Uniform and rug services 3,273.60

20 City of San Bernardino / Water Department Water and sewer services 7,555.84

21 Dans Lawnmower Center Small equipment repairs and landscape supplies 582.56

22 DBT Transportation Services LLC Air traffic control landing system-quarterly service 3,375.00

23 Dibs Safe & Lock Service Rekeys, duplicate fees, cylinders and hardware installed 402.43

24 East Valley Water District Water and sewer services 868.68

25 EMS Bruel & Kjaer Inc. Provide stand alone noise monitoring service, data analysis, and reporting

for 6 months6,000.00

26 Epic Aviation LLC Jet A and Avgas fuel inventory purchases 305,860.12

27 Ewing Irrigation & Landscaping Commercial irrigation supplies and repairs parts 258.38

28 Exam Professionals New employee drug screening 50.00

29 Ford Credit Company Monthly lease payments for Luxivair courtesy vehicles 1,448.38

30 Franks Fence & Supply Co. Inc. Miscellaneous gate and fence parts 25.92

31 Frontier Communications Corporation Telephone services 1,748.05

32 Grainger Parts and supplies for building repairs 119.27

33 Grant Kristian Gustavsen Security deposit refund 833.00

34 Home Depot / GECF Parts and supplies for building repairs 4,901.47

35 HubSpot Inc. Annual marketing subscription 6,000.00

36 Imagine Systems Inc. IT consulting services 6,076.19

37 Inland Empire Economic Partnership Annual membership fees 7,500.00

38 John Valdivia Port Authority Director meeting 04/16/2020 reimbursement 97.11

39 Jose Garcia Annual boot reimbursement 191.36

40 Kaiser Foundation Health Plan Inc. Employee medical benefits 64,445.93

41 Ludwig Engineering Associates Inc. On call civil engineering services 146.00

42 Lumacurve Replacement airfield signs & parts 4,118.80

43 Mead & Hunt Inc. Professional services-providing air services development and airport

development services8,920.00

44 Merit Oil Company Fuel for vehicles-bulk storage 17,258.54

45 Mirau Edwards Cannon Lewin & Tooke LLP Professional legal services agreement 7,979.22

46 Pete's Road Service Inc. Vehicle repairs and parts 851.76

47 Pitney Bowes Postage and postage meter ink 229.91

48 PlaneNoise Inc. Complaint box software system program - monthly service fees 1,250.00

49 Printing & Promotion Plus Inc. General printing services 145.46

50 QTpod Petroleum on Demand LLC Self serve fueling station connectivity charge 1,575.00

51 Rapid Data Inc. Payroll processing fees 406.85

52 Rural Electric Inc. Airfield lighting repairs 1,667.04

53 SKYMark Refuelers LLC Aircraft refueler lease security deposit and first month's rent 12,900.00

54 South Coast AQMD Various generators and storage permits 557.42

55 Southern California Edison Electricity services 81,084.23

56 Southern Computer Warehouse Replacement battery modules-UPS supporting security network & CBP 4,090.18

57 Sunwest Printing Inc. Agency printed envelopes 56.70

58 Superior Automotive Warehouse Inc. Vehicle maintenance and supplies 3,865.42

59 Sysco Riverside Inc. Hospitality bar supplies 2,699.41

60 Terminix Commercial Pest control services 336.00

61 The Airshow Advisors Airshow management fee-deposit 2021 event 17,500.00

62 Toshiba America Business Solutions Inc. Toshiba printer, maintenance, and supplies 706.78

63 Underground Service Alert Of Southern Cal Ticket fee for underground fuel line notification system 37.25

64 US Custom & Border Protection US Customs contract and inspection fees 905.23

San Bernardino International Airport AuthorityRegister of Demands for Commission Meeting

5/27/2020

021

65 Utility Telecom Group LLC Data ethernet & phone service-bandwidth & telephone service transport 3,914.90

66 Verizon Wireless Wireless phone services 2,151.15

67 Waste Management Regulated waste disposal 787.84

68 Waterlogic USA Inc. Filter water service-terminal 673 158.76

69 Wintrust Specialty Finance Monthly lease payment 6,567.48

70 Zenaida Global Professional Services agreement for ARFF Training & Development

marketing services15,703.65

Total 713,036.50

Visa (May disbursement) Office supplies, travel and other misc. charges 17,505.33

022

Description Vendor Dept. Amount

1Sacramento travel - Legislative meetings -03/09-03/11/2020 -M.

Burrows.United Airlines Admin 206.40


Burrows.Uber Admin 14.57




Burrows.Taxi Service Admin 10.58






Burrows.United Airlines Admin 200.00


Burrows.Washington Flyer Taxi Admin 77.74







12Travel Annual laserfiche Conference Long Beach CA 02/11-02/14- J.

Rodriguez-over charge parking feesWestin COB (35.00)

13 Purchase wader pants-OPS team Walmart.com OPS 42.97

14 Appreciation plaques presented to Ontario ARFF Plaquemaker.com OPS 37.05

15 Web hosting software license cPanel IT 30.00

16 Cloud server hosting monthly fees Digital Ocean Inc. IT 54.30

17 Monthly Satellite TV-Customs IAF Dish Network OPS 77.59

18 HR software-monthly subscription Bamboo HR Admin 530.49

19 State filing fee Ca Secretary of State Admin 25.00

20 First aid kit supplies for the Airport Cintas First Aid & Supply Admin 324.58

21 Headphones for ear protection Cintas First Aid & Supply Admin 443.07

22 Flowers-M. Martinez 1-800 Flowers.com Admin 84.21

23 Frames bldg 48 Amazon Admin 194.38

24 Office Supplies Amazon Admin 7.53

25 Office Supplies Amazon Admin 34.09

26 Hospitality-lunch OPS Assistant Manager position Panera Bread Company Admin 33.17

27 Hospitality- FAA Regional Administrator visit Stater Bros. Admin 44.14

28Travel International Security Conference 03/17-03/19/2020 Las Vegas

NV.- M. Dennis-Reservation CancelledHoliday Inn Resorts Admin (588.44)

29 Hospitality-Drone Demo meeting Corner Bakery Admin 266.90

30Travel- Mead & Hunt Airport development 03/02/-03/05/2020 Scottsdale

AZ- M. GibbsMarriott Hotel Admin 625.97

31 Hospitality-Lunch for interview panel Chipotle Admin 21.93

32 Flowers-C. Carter 1-800 Flowers.com Admin 54.44

33 Flowers-D. Platten 1-800 Flowers.com Admin 48.48

34 Flowers-J. Martinez 1-800 Flowers.com Admin 194.39

35 Engraving for SBD Airport tumblers J & M Trophies Admin 535.00


AZ- M. GibbsUber Admin 19.25


AZ- M. GibbsWildflower Bread Admin 11.83


AZ- M. GibbsUber Admin 13.98


AZ- M. GibbsPark N Fly Admin 32.76


AZ- M. GibbsMarriott Hotel Admin 567.82

41Show Services - shipping, material handling, rental material and event

decoratingFreeman Decorating Co. FBO 879.40

42Show Services - shipping, material handling, rental material and event

decoratingFreeman Decorating Co. FBO 304.16

43 SchedAero-online FBO directory SchedAero FBO 300.00

44 Bus services for large party to tour airport-EDA site visit Tip Top Limousine FBO 750.00

45 Fuel for crew cars Chevron FBO 28.49


47 Satellite TV for theater-FBO Dish Network FBO 135.51

48 Office supplies Office Depot FBO 45.01

49 Office Supplies Office Depot FBO 168.44

50 Supplies-C-19 Amazon FBO 8.31

51 Supplies-Xerox paper Amazon FBO 240.19


53Travel NBAA Regional Forum Marketing 03/04-03/06/2020 San Jose

CA-W. Bechtel-UberUber FBO 15.23






CA-W. BechtelHampton Inn & Suites FBO 639.74

57Travel NBAA Schedulers and Dispatchers Trade Show 03/09-

09/13/2020 South CarolinaUber FBO 19.78






09/13/2020 South CarolinaMTG Transportation Service FBO 42.00

61Travel 03/09-03/13/20 NBAA Scheduler and Dispatchers Charlotte NC-

W. Bechtel MarketingHilton Hotel and Resorts FBO 814.82

62Travel 03/09-03/13/20 NBAA Scheduler and Dispatchers Charlotte NC-

M. Mendoza MarketingHilton Hotel and Resorts FBO 814.82

63 Covid-19-Various supplies purchased cleaning/sanitizing Lowes FBO 85.79

64 Supplies-multi wall charger Amazon FBO 32.39

65 Lunch-bldg 48 Oscars Mexican Food Admin 136.91

66Maintenance service and repairs for 2012 Ford F550 Super Duty Bucket

TruckPruett's Precision Alignment OPS 914.68

VISA Breakdown

April 2020

SBIAA

023

67Travel Fort Lauderdale Executive Airport AAAE Basic ASOS 03/04-

03/07/2020 FT Lauderdale FL-N. ContrerasJetBlue OPS 528.80

68 Purchase John Deere part for tractor RDO Equipment Co OPS 196.67

69Travel Fort Lauderdale Executive Airport AAAE Basic ASOS 03/04-

03/07/2020 FT Lauderdale FL-N. ContrerasAmerican Association of Airport Executives OPS 700.00

70 Registration-Certified member course-Q. Martinez American Association of Airport Executives OPS 200.00

71 Head set purchased-ARFF station Sky Geek OPS 383.39

72 Purchase speaker microphone-ARFF station Aircraft Spruce & Specialty Company OPS 296.72

73Signs to assist unwanted blockage at Gate 3B by cargo delivery trucks SmartSign OPS 405.05

74 SuperNote A6 Digital Notepad-N. Persson GoodReader.com OPS 299.76

75 Office supplies for maintenance, customs, ops, and IT Office Depot OPS 43.19

76 Elevator/escalator permit-terminal Ca Department of Industrial Relations OPS 1350.00



79 Online service fee-elevator/escalator permit-terminal Ca Department of Industrial Relations OPS 31.05



82 5 Step Internal Transformer Blueglobes LLC OPS 805.92

17,505.33$

VISA Statement Balance 17,505.33$

Date Prepared: 05/13/2020

024

4


SUBJECT: RECEIVE AND FILE TREASURER'S REPORT FOR MARCH 31, 2020 FOR

THE SAN BERNARDINO INTERNATIONAL AIRPORT AUTHORITY (SBIAA)

SUMMARY SBIAA's monthly Treasurer's Report that reconciles cash. RECOMMENDED ACTION(S) Receive and file Treasurer's Report for March 31, 2020 for the San Bernardino International Airport Authority (SBIAA). FISCAL IMPACT None. PREPARED BY: Mark Cousineau CERTIFIED AS TO AVAILABILITY OF FUNDS: N/A APPROVED AS TO FORM AND LEGAL CONTENT: N/A FINAL APPROVAL: Michael Burrows

025

4 BACKGROUND INFORMATION Attached is the Treasurer’s Report for March 31, 2020 for the San Bernardino International Airport Authority. The total book value of cash accounts is $ 2,714,983.81 at March 31, 2020. Bank statements reflect $2,711,698.72. The difference between the two numbers is related to the outstanding checks, the deposits in transit, and other items March 31, 2020. If you have any questions about this report please contact me at (909) 382-4100 x141. Attachments: 1. Treasurer's Report for March 31, 2020.

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5

TO: San Bernardino International Airport Authority Commission

DATE: May 27, 2020

ITEM NO: 5

PRESENTER: Nikolas Persson, Airport Manager

SUBJECT: APPROVE AMENDMENT NO. 2 TO THE AGREEMENT WITH CINTAS

CORPORATION AUTHORIZING AN INCREASE OF $6,000 FOR A TOTAL

REVISED CONTRACT NOT TO EXCEED $38,000 FOR UNIFORM RENTAL

SERVICES FOR THE SAN BERNARDINO INTERNATIONAL AIRPORT

AUTHORITY

SUMMARY

In March 2017 the San Bernardino International Airport Authority (SBIAA) entered into an agreement

with Cintas Corporation for Uniform Rental Services through June 2020 in an amount not to exceed

$20,000 annually, for provision and cleaning of required uniforms. On May 2, 2019, SBIAA approved

Amendment No. 1 for annual amended not-to-exceed amount of $32,000 for Fiscal Year 2018/19. Staff

is now recommending, in Amendment No. 2 to the agreement with Cintas Corporation, a $6,000

increase for a total revised contract amount not-to-exceed of $38,000 for Fiscal Year 2019/20. All other

terms and conditions contained in the agreement will remain the same.

RECOMMENDED ACTION(S)

Approve Amendment No. 2 to the Agreement with Cintas Corporation for Uniform Rental Services for

the San Bernardino International Airport Authority (SBIAA) authorizing an increase of $6,000 for a

total revised constract amount not-to-exceed $38,000 for Fiscal Year 2019/20; and authorize the

Executive Director to execute all related documents.

FISCAL IMPACT

None. Appropriations for this contract are included in the adopted SBIAA Annual Budget for Fiscal

Year 2019/20.

PREPARED BY: Nikolas Persson

CERTIFIED AS TO AVAILABILITY OF FUNDS: Mark Cousineau

APPROVED AS TO FORM AND LEGAL CONTENT: Scott Huber

FINAL APPROVAL: Michael Burrows

028

5 BACKGROUND INFORMATION

In 2017, the San Bernardino International Airport Authority (SBIAA) entered into an agreement

with Cintas Corporation for Uniform Rental Services through June 2020 in an amount not to

exceed $20,000 per fiscal year for the provision and cleaning of required uniforms for staff.

On May 2, 2019, the Board of Commissioners approved Amendment No. 1 to the agreement with

Cintas for an annual amended not-to-exceed amount of $32,000 for Fiscal Year 2018-2019. Staff

is now recommending, in Amendment No. 2 to the agreement with Cintas Corporation, for an

additional $6,000 resulting in a revised total contract amount not-to-exceed of $38,000 for Fiscal

Year 2019-2020. All other terms and conditions contained in the agreement will remain the same.

The $6,000 increase in Fiscal Year 2019-2020 is due to new positions and employee turnover.

Overall, the increases are largely due to the increased number of staff resulting from the increase

in activity since the agreement was put in place. The agreement will remain in place until a

subsequent competitive bid is completed in the upcoming Fiscal Year of 2019/2020. The proposed

Amendment No. 2 is attached for reference.

Attachments:

1. Form of Amendment No. 2

029

1

SAN BERNARDINO INTERNATIONAL AIRPORT AUTHORITY

AMENDMENT NO. 2 TO AGREEMENT FOR PROFESSIONAL SERVICES

[CINTAS CORPORATION]

This Amendment No. 2 to the Agreement for Professional Services is entered into

and shall be effective as of the 27th day of May 2020, by and between the SAN BERNARDINO INTERNATIONAL AIRPORT AUTHORITY, a joint powers authority created pursuant to Government Code Sections 6500, et seq. (“SBIAA”), and CINTAS CORPORATION a California corporation, (the “Contractor”).

I. RECITALS

A. The SBIAA and Contractor entered into that certain Agreement for Professional Services for Uniform Rental Services, as of March 1, 2017 (“Agreement”);

B. The SBIAA and Contractor desire to amend the terms of the Agreement as

described herein and considered as Amendment No. 2.

II. AGREEMENTS

NOW, THEREFORE, in consideration of the mutual covenants, premises, and agreements and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the SBIAA and Contractor agree as follows:

1. Amendment No. 1 increased the annual not to exceed amount for the contract with

Contractor from $20,000 to a revised contract amount of $32,000 for Fiscal Year 2018/19.

2. The current total amount not to exceed for the contract with Contractor is $32,000; pursuant to this Amendment No. 2, the total revised contract amount shall be $38,000 for Fiscal Year 2019/20.

III. MISCELLANEOUS PROVISIONS

1. Unless otherwise provided herein, all capitalized and/or defined terms herein shall

have the same meaning given to such capitalized and/or defined terms in the Agreement. 2. Except as amended hereby, all of the terms and provisions of the Agreement are

hereby reaffirmed and remain in full force and effect. The terms and provisions of this Amendment No. 1 shall control over any inconsistent or conflicting provisions of the Agreement. ///

[SIGNATURES ON FOLLOWING PAGE] ///

030

2

IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 2 to be

executed by the authorized signatures of the officers of each of them as of the date first referenced above. SBIAA San Bernardino International Airport Authority, a joint powers authority By: ______________________________________ Michael Burrows, Executive Director ATTEST: ___________________________________ Jennifer Farris, Assistant Secretary of the Commission

Contractor Cintas Corporation By:

Authorized Representative

031

6

TO: San Bernardino International Airport Authority Commission DATE: May 27, 2020 ITEM NO: 6 PRESENTER: Jim Harris, Manager of Capital Projects

SUBJECT: APPROVE AMENDMENT NO. 6 TO A PROFESSIONAL SERVICES

AGREEMENT WITH OVERLAND, PACIFIC & CUTLER, LLC IN AN AMOUNT NOT TO EXCEED $12,250.00 TO PROVIDE ADDITIONAL RIGHT OF WAY ACQUISITION SERVICES FOR THE MOUNTAIN VIEW WIDENING AND RECONSTRUCTION PROJECT

SUMMARY This item provides additional funding for a Professional Services Agreement with Overland, Pacific & Cutler, LLC to provide right-of-way and utility coordination services for the Mountain View Avenue Street Improvement Phase 2. The project is upgrading the street between the Santa Ana Bridge and the bridge at Mission Creek and portions of properties south of Mission Creek. Overland, Pacific & Cutler, LLC is negotiating access rights to private property which allows contractors temporary access to install the improvements and to secure easements for permanent work. Their work also includes coordinating with local utilities for the purpose of relocating existing conduits/pipes around the new construction. RECOMMENDED ACTION(S) Approve Amendment No. 6 to a Professional Services Agreement with Overland, Pacific & Cutler, LLC in an amount not to exceed $12,250.00 to provide additional right-of-way acquisition services for the Mountain View Widening and Reconstruction Project. FISCAL IMPACT Funding for this project is included in the adopted San Bernardino International Airport Authority (SBIAA) Fiscal Year 2019-20 Budget in Capital Projects Fund in line item 51400 in an amount of $300,000. The amended contract will be billed on time and charges, amount not to exceed basis as specific services are requested by SBIAA.

PREPARED BY: Jim Harris CERTIFIED AS TO AVAILABILITY OF FUNDS: Mark Cousineau APPROVED AS TO FORM AND LEGAL CONTENT: Scott Huber FINAL APPROVAL: Michael Burrows

032

6 BACKGROUND INFORMATION The Mountain View Avenue Street Widening Project Phase 2 includes the road widening of two lanes in each direction, installation of curb, gutter, and sidewalks, with the upgrade of several intersections. The Project’s Phase 1 included the construction of the bridge over the Santa Ana River. Phase 3 includes replacement of the bridge over Mission Creek. Phase 4 is the design and construction of improvements at the on/off ramps at the 10 freeway and Mountain View Avenue. The original Agreement for Professional Services (Agreement) between the San Bernardino International Airport Authority (SBIAA) and Overland, Pacific & Cutler, LLC (OPC) included acquisition of temporary and permanent easements over approximately 20 parcels to secure access to property during roadway realignment and for other construction purposes. The commencement date of the original Agreement was March 1, 2018 and the contract was to terminate on March 1, 2019 with a not to exceed cost of $107,130.00. The SBIAA Commission and OPC entered into Amendment No. 1 to the Agreement on August 22, 2018. The Amendment provided for increased costs associated with a change in the scope of services by OPC to include utility coordination with major utility companies. Amendment No. 1 provided an increase to the contract amount not to exceed $42,800.00. Prior to expiration of the original contract, SBIAA and OPC executed an Amendment No. 2 to the Agreement which extended the term of the Agreement through October 31, 2019. On March 27, 2019, the SBIAA Commission approved Amendment No. 3 for additional funding for professional services by OPC required to complete the right-of-way work. There are currently seven (7) acquisition cases in negotiations. Additionally, acquisition may be needed for a Utility Easement involving a utility transmission line. Also included is other ongoing utility coordination. Amendment No. 3 provided an increase to the Agreement for an additional amount not to exceed $43,865. On October 23, 2019, the SBIAA Commission approved Amendment No. 4 to extend the Agreement period through December 31, 2019 and requests an additional $12,025.00 to continue right-of-way acquisition. Approved Amendment No. 5 continues the acquisition of right-of-way for the final two properties and requests an additional $4,706.00 to continue right-of-way acquisition. Proposed Amendment No 6 continues the acquisition services and performing coordination with local utilities for the relocation of existing equipment that interferes with the new construction of long term placement to other locations. Additional cost for this Amendment is $12,250.00 and detailed on the attached proposal. Total cost to obtain construction right-of-way and utility coordination totals $222,776.00. Staff recommends that the Commission approve the above recommended action. Attachments: 1. Proposal by OPC dated April 30, 2020

033

www.OPCservices.com | 2280 Market Street, Suite 200, Riverside, CA 92501 ph 951.683.2353 | fx 951.683.3901

April 30, 2020 Mr. Jim Harris Capital Projects Manager 1601 East 3rd Street, Suite 100 San Bernardino, CA 92408 Regarding: Mountain View Improvement Project Amendment to Right of Way Services Contract and Budget Dear Mr. Harris: Overland, Pacific, and Cutler, LLC (OPC) respectfully submits this change order request to SBIAA in reference to the Mountain View Avenue Improvement Project. After a review of the scope of services in the contract between OPC and SBIAA, it has been determined that additional hours are necessary to successfully complete the project. OPC also requests that the Agreement for Professional Services be extended from March 1, 2020 to December 31, 2020. This amendment will also include the utility scope of services of the current contract, recognizing that the budgets for both agreements are independent from each other. As detailed below, please find the summary of additional services and associated tasks that have either been completed or are currently under way to achieve the necessary outcome for the success of the project as follows: Acquisition and Administrative Services

There are currently two (2) open escrows which are identified as APN’s:

• 0281-211-14-Ho-Lam • 0292-491-05-SCE

OPC is currently coordinating the escrow and working with each property owner and are requesting an additional twenty-eight (28) hours to facilitate closure of the escrows and files. This represents a budget amendment of $3,000. Utility Coordination In the performance of work involved with the original scope of services and first amendment assumptions, additional coordination and planning has been and continues to be required. The additional utility coordination services required for the completion of the project are as follows:

• At the time of Design’s approval of Frontier’s relocation, Design failed to recognize how the proposed relocation would conflict with construction operations and specifically crane movements. Frontier had ordered materials and began mobilization efforts. This necessitated extensive coordination with Frontier, project management and Charter Communications.

• OPC will need to continue coordination with both Charter and Frontier due to the domino affect the oversight with Frontier had on Charter.

034

P a g e | 2

• OPC’s scope of work did not account for the continued communication and coordination with either Frontier or Charter beyond the issuance of the initial Notice to Owner (NTO’s).

• OPC has issued Revised NTO’s to Frontier and Charter due to Design’s oversight and missed scheduled coordination dates.

• Additional time and coordination efforts for the extended effort from October 1, 2019 to August 31, 2020. Budget Amendment Summary This request for a budget amendment details the additional services already completed and currently being performed as described above to further the effort to deliver the project. OPC anticipates the completion of all escrows by July 31, 2020. The following table summarizes the additional right of way services costs that are being requested by OPC:

Activity Hours Amount Acquisition – Escrow Coordination 28 $3,000 Utility Manager 10 $1,750 Senior Utility Manager 50 $7,500

Total $12,250 Assumptions and Conclusions

• Escrow will close by July 31, 2020. • Utility Coordination will end August 31, 2020.

OPC respectfully submits this amendment in the amount of $12,250 and appreciates SBIAA affording us the opportunity to submit this information for your consideration. If you have any questions or require additional information, please contact me directly at 951-801-6816 or Mike Parker at 951-347-3568. Sincerely, Overland, Pacific, & Cutler, LLC _________________________ _________________________ By: Victoria Cook By: Jim Harris Program Director Capital Projects Manager

035

7

TO: San Bernardino International Airport Authority Commission DATE: May 27, 2020 ITEM NO: 7 PRESENTER: Jennifer Farris, Assistant Secretary of the

Commission SUBJECT: APPROVE MEETING MINUTES: APRIL 22, 2020 SUMMARY Submitted for consideration and approval by the SBIAA Commission: Meeting minutes of the regular meeting held Wednesday, April 22, 2020. RECOMMENDED ACTION(S) Approve meeting minutes of the regular meeting held April 22, 2020. FISCAL IMPACT None. PREPARED BY: Jennifer Rodriguez CERTIFIED AS TO AVAILABILITY OF FUNDS: N/A APPROVED AS TO FORM AND LEGAL CONTENT: Scott Huber FINAL APPROVAL: Michael Burrows

BACKGROUND INFORMATION None. Attachments:

1. April 22, 2020 meeting minutes.

036

SAN BERNARDINO INTERNATIONAL AIRPORT AUTHORITY REGULAR MEETING COMMISSION ACTIONS

WEDNESDAY, APRIL 22, 2020 3:00 P.M. (Closed Session, immediately followed by Open Session)

MAIN AUDITORIUM – Norton Regional Event Center (Via Teleconference) 1601 East Third Street, San Bernardino, CA

A regional joint powers authority dedicated to the reuse of Norton Air Force Base

for the economic benefit of the East Valley

Commission Members City of Colton Mayor Frank J. Navarro Present (via Zoom) Councilmember Jack R. Woods (alt) Present (via Zoom)

City of Loma Linda Councilmember Rhodes Rigsby Present (in person) Mayor Phillip Dupper (alt) Present (via Zoom)

County of San Bernardino Supervisor Dawn Rowe Present (via Zoom) Supervisor Curt Hagman (alt) Absent

City of San Bernardino Mayor John Valdivia, President Present (via Zoom) Mayor Pro Tem Theodore Sanchez Present (via Zoom) Councilmember Henry Nickel (alt) Absent

City of Highland Mayor Pro Tem Penny Lilburn, Secretary Present (via Zoom) Mayor Larry McCallon (alt) Present (via Zoom)

Staff Members and Others Present Michael Burrows, Executive Director Scott Huber, Counsel, Cole Huber, LLP Mark Gibbs, Director of Aviation Catherine Pritchett, Director of Administration Mark Cousineau Director of Finance Jennifer Farris, Assistant Secretary of the Commission Nikolas Persson, Airport Manager

037

Regular Meeting Commission Actions SBIAA April 22, 2020

5/21/2020 12:56:07 PM Page -2-

The Regular Meeting of the San Bernardino International Airport Authority was called to order by President John Valdivia at approximately 3:05 p.m. on Wednesday, April 22, 2020 via web /teleconference. Members of the Commission joined via web /teleconference utilizing the Zoom Meeting platform, pursuant to Executive Order N-29-20 issued by Governor Gavin Newsom on March 17, 2020 which allows elected officials to attend public meetings via teleconference. Staff Members and presenters attended in person in the Main Auditorium of the Norton Regional Event Center, 1601 East Third Street, San Bernardino, California while enforcing social distancing protocols.

A. CALL TO ORDER / ROLL CALL

Roll call was duly noted and recorded by voice. Members of the Commission and staff joined President John Valdivia in the Pledge of Allegiance.

Prior to recessing to closed session, Ms. Jennifer Farris, Assistant Secretary to the Commission announced that the opportunity was given for members of the public to submit public comments via email by 1:00 p.m. prior to commencement of today’s meeting and that none were received.

Additionally, there were no public comments submitted in person at the meeting.

B. CLOSED SESSION PUBLIC COMMENT

There was no closed session public comment.

C. CLOSED SESSION

President John Valdivia recessed to closed session at 3:05 p.m. Mr. Scott Huber, Legal Counsel, Cole Huber, LLP, read the closed session items as posted on the Agenda. Commission Members participated in closed session via teleconference.

a. Conference with Legal Counsel pursuant to Government Code Section 54956.9(d)(1) – Inland Valley Development Agency, the Successor Agency to the Inland Valley Development Agency, a joint powers authority/federal base reuse authority; San Bernardino International Airport Authority, a joint powers authority, v. Michael Cohen, in his official capacity as the Director of the State of California Department of Finance; DOES 1 through 50, inclusive, Sacramento County Superior Court Case No: 34-2016-80002374.

b. Conference with Legal Counsel pursuant to Government Code Section 54956.9(d)(1) –Inland Valley Development Agency, a joint powers authority/federal base reuse authority, and Inland Valley Development Agency as a Successor Agency, v. Oscar Valdez, in his official capacity as the County of San Bernardino Auditor – Controller/Treasurer/Tax Collector; Michael Cohen, in his official capacity as the Director of State of California Department of Finance; and DOES 1 through 50, inclusive, Sacramento County Superior Court Case No. 34-2016-80002502.

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5/21/2020 12:56:07 PM Page -3-

c. Conference with Legal Counsel pursuant to Government Code Section 54956.9(d)(1) – Inland Valley Development Agency, the Successor Agency to the Inland Valley Development Agency, a joint powers authority/federal base reuse authority; San Bernardino International Airport Authority, a joint powers authority, v. Michael Cohen, in his official capacity as the Director of the State of California Department of Finance; DOES 1 through 50, inclusive, Sacramento County Superior Court Case No. 34-2016-80002615.

d. Conference with Legal Counsel pursuant to Government Code Section 54956.9(d)(1) –Inland Valley Development Agency, the successor agency to the Inland Valley Development Agency, a joint powers authority/federal base reuse authority; San Bernardino International Airport Authority, a joint powers authority v. Keely Bosler, in her official capacity as the Director of the State of California Department of Finance; Oscar Valdez, in his official capacity as the County of San Bernardino Auditor – Controller/Treasurer/Tax Collector; and DOES 1 through 50, inclusive, Sacramento County Superior Court Case No. 34-2018-80003028.

e. Conference with Legal Counsel pursuant to Government Code section 54956.9(d)(2), regarding significant exposure to litigation – 1. Center for Community Action, et al v. FAA, et al. Court of Appeals Docket # 20-70272

(consolidated with No. 20-70464); and State of California, et al v. FAA, et al Court of Appeals Docket # 20-70464

f. Conference with Real Property Negotiator Pursuant to Government Code Section 54956.8 Property: Former Norton Air Force Base Hangar 763 Bays 3 & 4, 255 S Leland Norton Way, San Bernardino, CA 92408 Negotiating Parties: Michael Burrows, SBIAA Executive Director and Joe Ermalovich, Principal, AeroPro LLC. Under negotiations: Instructions will be given to the SBIAA negotiator concerning availability of property, terms and price.

D. REPORT ON CLOSED SESSION

President John Valdivia reconvened the meeting at 3:31 p.m. President Valdivia asked Mr. Scott Huber, Legal Counsel, Cole Huber, LLP, if there were any reportable items. Mr. Huber stated that Closed Session Items A-D were not discussed and there were no reportable items regarding Items E-F.

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5/21/2020 12:56:07 PM Page -4-

E. ITEMS TO BE ADDED OR DELETED

There were no items to be added or deleted.

F. CONFLICT OF INTEREST DISCLOSURE

1. President John Valdivia stated Commission members should note the item(s) listed which might require member abstentions. Supervisor Dawn Rowe noted a conflict on Agenda Item 9.

G. INFORMATIONAL ITEMS

Mr. Michael Burrows, Executive Director, presented the following informational items: 2. Informational Items

a. Executive Director’s Report b. Personnel Update c. Update on Airline and Logistics Support Services d. Report on CARES Act funding for Airports

2b. Ms. Catherine Pritchett, Director of Administration, informed the Commission that Brandi Goodman, Deputy Clerk of the Board, accepted the position of Assistant City Clerk in the City of Newport Beach. Ms. Pritchett added that Ms. Jennifer Rodriguez has been promoted to Deputy Clerk of the Board. Ms. Pritchett further announced that the Authority is currently looking to fill Staff Analyst and Maintenance Manager positions.

2c. Mr. Mark Gibbs, Director of Aviation, referenced an overhead map and provided an update on the current Airline and Logistics support services being offered at SBD.

2d. Mr. Burrows informed the Commission that after the March meeting, Congress passed a $10 billion Airport relief package within The CARES Act. On April 21, 2020, the Authority received a grant from the Federal Aviation Administration (FAA) for $69,000.

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H. COMMISSION CONSENT ITEMS

Let the record reflect that all votes were done by roll call with each Commissioner’s name and vote stated by voice in compliance with teleconference protocols.

3. Register of Demands – April 22, 2020

4. Receive and file Treasurer's Report for February 29, 2020 for the San Bernardino

International Airport Authority (SBIAA)

5. Approve the purchase and installation of environmentally sensitive No Foam Portable

Testing System P-574 for ARFF Vehicles

6. Approve Meeting Minutes: March 25, 2020

ACTION: Approve Agenda Item Nos. 3-6

RESULT: ADOPTED [UNANIMOUSLY] MOTION/SECOND: Navarro / Sanchez AYES: Lilburn, Navarro, Rigsby, Rowe, Sanchez, and Valdivia. NAYS: None. ABSTENTIONS: None. ABSENT: None.

I. COMMISSION ACTION ITEMS

Let the record reflect that all votes were done by roll call with each Commissioner’s name and vote stated by voice in compliance with teleconference protocols.

7. Consider and adopt proposed budget adjustments for Fiscal Year 2019-2020

Mr. Michael Burrows, Executive Director, introduced Mr. Mark Cousineau, Director of Finance. Mr. Cousineau provided a summary on budget adjustments referenced in the “Proposed Budget Adjustments Table” found on page 074 of the Agenda Packet.

ACTION: Consider and adopt budget adjustments reflected in the Proposed Budget Adjustment Table for Fiscal Year 2019-2020.

RESULT: ADOPTED [UNANIMOUSLY] MOTION/SECOND: Sanchez/ Lilburn AYES: Lilburn, Navarro, Rigsby, Rowe, Sanchez, and Valdivia. NAYS: None. ABSTENTIONS: None. ABSENT: None.

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8. Ratify submission of a temporary deferment requet to the Inland Valley Development

Agency (IVDA) for certain interim debt service obligations under COVID-19 protections

Mr. Mark Cousineau, Director of Finance, provided a brief report on Agenda Item No. 8. Mr. Michael Burrows, Executive Director, further noted that this item would be brought to the Inland Valley Development Agency (IVDA) Board for review and consideration. Mr. Burrows emphasized that Staff believed this is a prudent request to make of the IVDA for temporary debt relief.

ACTION: Ratify a temporary deferment request to the IVDA for certain debt service obligations under COVID-19 protections. The upcoming annual installment payment would be in the amount of $597,061.09 and is budgeted in the Debt Service fund in the adopted FY 2019/20 SBIAA Budget.

RESULT: ADOPTED [UNANIMOUSLY] MOTION/SECOND: Rigsby / Navarro AYES: Lilburn, Navarro, Rigsby, Rowe, Sanchez, and Valdivia. NAYS: None. ABSTENTIONS: None. ABSENT: None.

9. Approve award of contract to AECOM Technical Services, Inc. in the amount of $98,052.00

and appropriate a 10% contigency to provide design engineering, construction engineering,

and bidding support services for the Runway 6-24 Joint and Spall Repair Project

Ms. Mark Gibbs, Director of Aviation, referenced an overhead map (also included on page 081 in the Agenda Packet) and provided a brief update on Agenda Item No. 9.

ACTION: Approve award of contract to Aecom Technical Services, Inc. in the amount of $98,052.00 with a 10% contigency in the amount of $9,805.20 to provide design engineering, construction engineering, and bidding support services for the Runway 6-24 Joint and Spall Repair Project; and authorize the Executive Diretor to execute all related documents.

RESULT: ADOPTED MOTION/SECOND: Sanchez / Valdivia AYES: Lilburn, Navarro, Rigsby, Sanchez, and Valdivia. NAYS: None. ABSTENTIONS: Rowe. ABSENT: None.

10. Review Status of the Action Plan for the San Bernardino International Airport Authority

(SBIAA) through June 30, 2020

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Mr. Michael Burrows, Executive Director, referenced a PowerPoint presentation entitled, “June, 2020 – Proposed Airport Focal Areas” (also included on pages 088-090 in the Agenda Packet) and provided a brief update on Agenda Item No. 10. Mr. Burrows noted that the 26th Annual Inland Empire World Trade Week Conference, scheduled for May 7, 2020, has been postponed due to COVID-19 and an update will be provided at the May meeting.

This item was for discussion purposes only; no formal action was taken.

ACTION: Review Status of the Action Plan for the San Bernardino International Airport Authority (SBIAA) through June 30, 2020

J. ADDED AND DEFERRED ITEMS

There were no added or deferred items.

K. OPEN SESSION PUBLIC COMMENT

At the beginning of the meeting, Ms. Jennifer Farris, Assistant Secretary to the Commission announced that the opportunity was given for members of the public to submit public comments via email by 1:00 p.m. prior to commencement of today’s meeting and that none were received.

Additionally, there were no public comments submitted in person at the meeting.

There was no open session public comment.

L. COMMISSION MEMBER COMMENT

Secretary Penny Lilburn commented that it is exciting to see the progress of the Eastgate Project. She further thanked Staff for all their hard work.

M. ADJOURNMENT

There being no further business before the Commission, President John Valdivia declared the meeting adjourned at 4:09 p.m.

Approved at a Regular Meeting of the San Bernardino International Airport Authority on Wednesday, May 27, 2020. Jennifer Farris Assistant Secretary of the Commission

043

8


SUBJECT: STATUS OF THE SAN BERNARDINO INTERNATIONAL AIRPORT

AUTHORITY (SBIAA) FINANCIAL AND SINGLE AUDIT FOR THE FISCAL YEAR ENDING JUNE 30, 2020

SUMMARY California Government Code Section 6500 requires that the San Bernardino International Airport Authority (SBIAA) either make or contract with a certified public accountant to make an annual audit of the accounts and records. The requirements for the annual audit include meeting the minimum requirements for the audit prescribed by the California State Controller and that the audit conform to generally accepted auditing standards. Rogers, Anderson, Malody & Scott (RAMS) CPAs were awarded a three-year contract with two one-year options as the SBIAA's external finanical statement auditor on September 27, 2017. RAMS CPAs has submitted an engagement letter that is consistent with the terms of the contract for an amount not-to-exceed $42,100. San Bernardino International Airport Authority (SBIAA) management has signed the engagement letter on behalf of the Commission. RECOMMENDED ACTION(S) Ratify the acceptance of the engagement letter consistent with the terms RAMS CPAs contract for the financial statement and single audits for the Fiscal Year ending June 30, 2020. FISCAL IMPACT Funds will be appropriated for the Fiscal Year 2019-20 financial and single audits in the SBIAA Fiscal Year 2020-2021 budget within the General Fund - Administrative Budget, Account 50520 for Auditing.

PREPARED BY: Mark Cousineau CERTIFIED AS TO AVAILABILITY OF FUNDS: Mark Cousineau APPROVED AS TO FORM AND LEGAL CONTENT: Scott Huber FINAL APPROVAL: Michael Burrows

044

8 BACKGROUND INFORMATION California Government Code Section 6500 requires that the SBIAA either make or contract with a certified public accountant to make an annual audit of the accounts and records. The annual audit shall meet the minimum requirements for the audit prescribed by the California State Controller for special districts under California Government Code Section 26909. In addition, the audit must meet the audit standards generally accepted in the United States for governments. Rogers, Anderson, Malody & Scott (RAMS) CPAs were awarded a three-year contract with two one-year options as the SBIAA's external finanical statement auditor on September 27, 2017 as result of a competitive procurement for professional auditing services. RAMS CPAs has submitted an engagement letter that is consistent with the terms of the contract for an amount not-to-exceed $42,100. The components fo the not-to-exceed amount include $36,800 for the audit and related reports for the SBIAA and SBIA, Inc., $1,000 for the preparation of the Annual State Controller’s Report of Financial Transactions, and $4,300 for Single Audit and related reports consisting of one major program. The Single Audit is not required in fiscal years in which the SBIAA does not expend federal awards of $750,000 or more. The SBIAA management has signed the engagement letter on behalf of the Commission. Mark Cousineau, Director of Finance contacted Brad Welebir, the engagement partner, to discuss past audit results and initiate the Fiscal Year 2019-2020 engagmeent. The SBIAA received the Fiscal Year 2019-2020 engagement letter from RAMS CPAs on the week of April 27, 2020. After confirming the terms were consistent with the contract, the signed engagement letter was emailed to RAMS CPAs on May 5, 2020. Attachments:

1. Rogers, Anderson, Malody & Scott, LLP , CPAs transmittal letter dated April 20, 2020. 2. Rogers, Anderson, Malody & Scott, LLP , CPAs' Report on the Firm's System of Quality

Control, dated May 15, 2018, conducted by Grant Bennet Associates, CPAs. 3. Rogers, Anderson, Malody & Scott, LLP , CPAs engagement letter dated April 20, 2020

045

9


SUBJECT: CONSIDER AND DISCUSS A REPORT ON THE STATUS OF THE ANNUAL

BUDGET PREPARATION PROCESS SUMMARY Amidst COVID-19 support efforts and programs at SBD International Airport, San Bernardino International Airport Authority (SBIAA) Staff have also been navigating the construction of the new draft annual budget for Fiscal Year 2020/21. On May 14, 2020, the Finance and Budget Committee held a virtual meeting to discuss progress to date. Staff was awaiting feedback from various airport customers and businesses as well as updated revenue and expense information from business activities at that time. The Finance and Budget Committee is currently scheduled to reconvene on a later date to begin review of the updated draft budget prior to presentation at the June Commission meeting. RECOMMENDED ACTION(S) Consider and discuss a report on the status of the Annual Budget Preparation Process for Fiscal Year 2020/21. FISCAL IMPACT None.

PREPARED BY: Mark Cousineau CERTIFIED AS TO AVAILABILITY OF FUNDS: Mark Cousineau APPROVED AS TO FORM AND LEGAL CONTENT: Scott Huber FINAL APPROVAL: Michael Burrows

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9 BACKGROUND INFORMATION Amidst COVID-19 support efforts and programs at SBD International Airport, San Bernardino International Airport Authority (SBIAA) Staff have also been navigating the construction of the new draft annual budget for Fiscal Year 2020/21. On May 14, 2020, the Finance and Budget Committee held a virtual meeting to discuss progress to date. Staff was awaiting feedback from various airport customers and businesses as well as updated revenue and expense information from business activities at that time. The Finance and Budget Committee is currently scheduled to reconvene on a later date to begin review of the updated draft budget prior to presentation at the June Commission meeting. An oral report will be provided at the meeting. For information and discussion only. Attachments: 1. None.

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TO: San Bernardino International Airport Authority Commission DATE: May 27, 2020 ITEM NO: 10 PRESENTER: Michael Burrows, Executive Director

SUBJECT: CONSIDER AND DISCUSS A REPORT ON THE STATUS OF

INTERNATIONAL TRADE INITIATIVES AT SBD INTERNATIONAL AIRPORT

SUMMARY SBD International Airport remains connected to the world of international trade in new ways and through new means and methods. Staff thought it appropriate to provide a current update on modified but current progress in this important component of the updated San Bernardino International Airport Authority (SBIAA) Business Plan for 2020. An oral report and presentation will be provided at the time of the meeting. RECOMMENDED ACTION(S) Consider and discuss a report on the status of International Trade Initiatives at SBD International Airport. FISCAL IMPACT None.

PREPARED BY: Michelle Casey CERTIFIED AS TO AVAILABILITY OF FUNDS: Mark Cousineau APPROVED AS TO FORM AND LEGAL CONTENT: Scott Huber FINAL APPROVAL: Michael Burrows

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10 BACKGROUND INFORMATION Since 1993, the SBD International Airport (SBD) has had an active partnership with the U.S. Department of Commerce which has historically provided substantial economic development and infrastructure funding to the region over many years. International trade was always on the horizon, but under immense base closure circumstances, local and regional economic recovery needed to come first. In 2016, the San Bernardino International Airport Authority and Inland Valley Development Agency formalized and entered into an International Trade Agreement with the U.S. Department of Commerce, International Trade Administration. This agreement built on the progress and provides SBD with various support services including access to U.S. Department of Commerce, Commercial Service, and embassy staff on a worldwide basis. The Executive Director continues to serve as a Federally appointed member of the California Inland Empire District Export Council. In recent years, SBD and the U.S. Department of Commerce, International Trade Administration have coordinated multiple international visits, tours, and events at SBD. This has expanded into areas in the Inland Valley Development Agency base reuse project area U.S. Department of Commerce follow-up internationally. SBD has participated in the annual World Trade Month and World Trade Week events in the month of May over the past several years. In 2017 and 2019, SBD International Airport hosted the Inland Empire World Trade Week conferences. These types of activities helped showcase SBD and its businesses as well as our U.S. Customs, Foreign Trade Zone, bonded warehouse, and international trade support services and amenities. These efforts focused on expanding SBD’s customer base in the aircraft maintenance, corporate and general aviation, as well as our rapidly growing air cargo segment all of which have progressively and successively contributed to additional growth and market presence. In alignment with the 2020 Business Plan Update, SBIAA’s initiative for 2019/20 incorporated a targeted global reach throughout the international trade community. Normally, SBD would be supporting and hosting a World Trade Week event right now; however, as many other events have had to do, that forum has been rescheduled to October. In a COVID reality, Staff wanted to provide a current update as work continues under these new and ever-changing conditions. An oral report and presentation will be provided at the meeting. For informational and discussion purposes. Attachments: 1. None.

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TO: San Bernardino International Airport Authority Commission DATE: May 27, 2020 ITEM NO: 11 PRESENTER: Mark Gibbs, Director of Aviation

SUBJECT: RATIFY THE SUBMISSION OF A COOPERATIVE GRANT APPLICATION

AND RELATED GROUND LEASE WITH STRATOSFUEL, INC. SUMMARY In February, 2019, SBD International Airport partnered with StratosShare Inc. to become the first Airport in the world to offer hydrogen cars available for customers to rent by the hour or by the day. The zero-emission Toyota Mirai was introduced in August, 2019, through Luxivair SBD, allowing the FBO to offer convenient transportation alternatives to its customers that are also environmentally mindful; the cars’ only emission is pure water. The parent company, StratosFuel, Inc., is now pursuing a grant from the California Energy Commission (CEC) to construct a hydrogen fueling station, near the intersection of 3rd Street and Leland Norton Way, in support of the State's goals on climate change and improving air quality through zero-emission infrastructure projects. RECOMMENDED ACTION(S) Ratify the submission of a cooperative grant application and the form of a related ground lease with StratosFuel, Inc. for the construction of a hydrogen fuel station. FISCAL IMPACT None.

PREPARED BY: Mark Gibbs CERTIFIED AS TO AVAILABILITY OF FUNDS: Mark Cousineau APPROVED AS TO FORM AND LEGAL CONTENT: Scott Huber FINAL APPROVAL: Michael Burrows

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11 BACKGROUND INFORMATION StratosFuel, Inc. was founded in 2013 with a vision to make hydrogen affordable and accessible for fuel cell vehicles. Today, StratosFuel Inc. is a market leader focused on producing renewable hydrogen, retailing hydrogen through their station outlets, and fulfilling demand through their car share program StratosShare. To date, StratosFuel, Inc. has been awarded millions of dollars in California state grants to implement their vision, which in turn is enabling transportation throughout the state in a fuel cell electric vehicle. As more fuel cell electric vehicles hit our roads, StratosFuel, Inc. is expanding their hydrogen footprint in order to increase fuel cell mobility. StratosFuel, Inc. designs their stations to maximize space and serve current and future customer demand. Their stations are compact in size and have the ability to store more tanks 400kg, which reduces deliveries and maximizes station uptime. StratosFuel, Inc. stations operate on a concept known as compress, store, and dispense (CSD). This station design is similar to gasoline stations, where a delivery truck transfers fuel into storage tanks. All of the hydrogen dispensed at StratosFuel CSD stations is produced from 100% renewable resources at their production facility in Southern California. The California Energy Commission’s (CEC) Clean Transportation Program (also known as Alternative and Renewable Fuel and Vehicle Technology Program) invests up to $100 million annually in a broad portfolio of transportation and fuel transportation projects, including the adoption of zero-emission hydrogen fuel cell electric cars by expanding California’s network of hydrogen refueling stations. The CEC is investing in an initial network of 100 public hydrogen stations across California. StratosFuel, Inc. submitted a grant application package, supported by SBD International Airport, to the CEC on May 22, 2020 for the construction of a hydrogen vehicle station near the intersection of 3rd Street and Leland Norton Way.

Because the grant application had to be timely filed by May 22, 2020, it was necessary for the Executive Director to execute the agreement (a grant requirement); however, the lease contains a termination mechanism in the event the grant is not awarded.

Staff recommends that the Commission approve the above recommended action.

Attachments: 1. Site Map 2. Site Overview 3. Form of Ground Lease

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LAND LEASE AGREEMENT

1.0 Preamble. This Land Lease Agreement ("Lease") is made effective May 19th 2020 by and between and subject to ratification by the San Bernardino International Airport Authority, a California Joint Powers Authority ("LESSOR") and StratosFuel Inc., a California corporation ("LESSEE") with reference to the following facts and objectives:

2.0 Recitals.

2.1 LESSOR is the owner of certain real property located south of 3rd Street, and east of Leland Norton Way comprised of approximately 5,000 square feet of land, all of which is more particularly described in Exhibit A attached hereto and is defined herein as the "Premises." Square footage shall be determined, for all purposes, by final survey to exclude any lands dedicated for public use and confirmed in a final legal description and plat map accepted by the parties.

2.2 LESSOR and LESSEE now desire to enter into a Lease to enable occupancy of the Premises by LESSEE, on or about October 1, 2021 as further described in Section 6 below.

2.3 The Effective Date of this Lease shall be the date as stated above in Section 1.0.

NOW THEREFORE the parties agree as follows:

3.0 Lease. LESSOR hereby leases to LESSEE and LESSEE hereby leases from LESSOR the Premises subject to each and all of the terms, covenants and conditions set forth in this Lease.

4.0 Construction.

4.1 At LESSEE’s sole cost and expense, the following improvements shall be made to the Premises prior to LESSEE’s occupancy thereof and in no event later than eighteen (18) months after the Effective Date of this Lease: clear and grub the site, including fixtures and appurtenances. Furnish and install utilities including sewer, water, electrical, gas, underground storm drain, subgrade materials, pavement, lighting, signage, building, and tenant tanks and fixtures as further described in Exhibit A-1. LESSEE shall submit architectural and engineered drawings to LESSOR for LESSOR’s approval prior to making any improvements to the Premises. LESSOR may approve/disapprove engineering plans and architectural drawings for the Premises improvements at its sole and absolute discretion. LESSEE shall obtain project entitlements including environmental, permitting requirements through local jurisdictions, affected regulatory agencies, and the Federal Aviation Administration, which are prerequisites for construction improvements on the Premises. Local permitting fees and regulatory agency fees shall be the responsibility of the LESSEE. All improvements to the Premises must be constructed in a quality and workmanship that meets LESSOR’s standards and approval in LESSOR’s sole and absolute discretion. The improvements described in this Section 4.1 shall be hereinafter referred to as the “Premises Improvements.”

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5.0 Use. The authorized uses of the Premises are those set forth below:

5.1 Storage of, and retail sale to the general public of, hydrogen fuel with retail operating hours of up to twenty-four (24) hours per day.

5.2 Other uses are subject to consent in writing by LESSOR, which consent shall not be unreasonably withheld.

6.0 Term. As a condition precedent to implementation of this Lease, during calendar year 2020, LESSEE must receive grant funding from the State of California, or demonstrate other funding sources acceptable to LESSOR, sufficient to construct facilities in accordance with Section 4.0 herein. Upon satisfying this condition, this Lease would become effective upon the Effective Date, and the initial term of this Lease would commence upon the date (“Commencement Date”) that is the earlier of (a) October 1, 2021 or (b) the date LESSEE is issued a Certificate of Occupancy, whichever is earlier. Prior to the Commencement Date, LESSEE and its vendors and contractors will be entitled to enter the Premises for purposes of planning and measurement, and construction of improvements, all in order to prepare the Premises for occupancy; provided, that any such entry shall be subject to the provisions of this Lease. Notwithstanding anything to the contrary herein, LESSEE shall have a right to terminate this Lease at any time prior to the Commencement Date, whereupon neither party shall have any further rights or obligations hereunder and all Rent paid by LESSEE as of the date of such termination shall be retained by LESSOR. If LESSEE fails to complete the requirements set forth in Section 4.0 herein, this Lease shall immediately terminate on December 31, 2021.

6.1 Initial Term. The initial term of this Lease shall expire on the last day of the month in which occurs the tenth (10th) anniversary of the Commencement Date (the “Term”), as the same may be extended as provided herein. The term “Lease Year”, as used in this Lease, shall mean the period commencing on the Commencement Date and continuing until the expiration of the twelfth (12th) full calendar month period following the Commencement Date, and each twelve (12) full calendar month period thereafter during the Term; provided, however, that if the Commencement Date is a day other than the first day of the calendar month, the first Lease Year shall include the resulting fractional month and shall extend through the end of the twelfth (12th) full calendar month following the Commencement Date (for example, if the Commencement Date is August 15th, then the first Lease Year shall commence on August 15th and end on August 31st of the following year and each Lease Year thereafter shall commence on September 1st and end on the following August 31st).

6.2 Option to Extend. LESSOR hereby grants to LESSEE the right (herein the "Option") to extend the Term for two (2) successive additional terms of five (5) year terms, each (individually and collectively, the "Extended Terms") upon the same terms and conditions as set forth in this Lease. As a condition precedent to the exercise by LESSEE of each Option, LESSEE shall give written notice to LESSOR of its intention to exercise the Option at least six (6) months prior to the time each Extended Term is to commence; provided however, if LESSEE is in default of any of the terms or provisions of this Lease on the date of giving of such notice, or if LESSEE has been in default more than three (3) times during the 24 month period prior to giving such notice, whether or not such default was cured, at the election of LESSOR, such notice shall be deemed ineffective and this Lease shall expire at the end of the then term. Should

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LESSEE continue to occupy the Premises, or any part thereof, after the expiration of the Term, unless otherwise agreed in writing, such occupancy shall constitute and be construed as a tenancy from month to month on the same terms and conditions of this Lease then in effect; provided, however, that the monthly Base Rent during such tenancy shall be equal to the product of the monthly Base Rent paid by LESSEE during the month preceding the month to month tenancy times 1.5, unless otherwise expressly agreed in writing by LESSOR.

7.0 Reserved

8.0 Rent and Charges.

8.1 LESSEE shall pay Rent to LESSOR, without reduction, abatement, deduction, offset or any prior demand therefor in advance of the first day of each calendar month of the term hereof, rent as provided below:

8.1.1 Beginning on the Effective Date and continuing until the earlier of (i) October 31, 2021 and (ii) the Commencement Date, LESSEE shall be responsible for monthly option fees to LESSOR in the amount of $1,200.00 per month (“Option Fees”). The Option Fees for the period through October 31, 2021 shall be paid by LESSEE in advance upon the Effective Date (“Prepaid Option Fees”). The Prepaid Option Fees shall be applied to Base Rent becoming due on and after the Commencement Date in equal installments over the initial term of this Lease. All Option Fees (including the Prepaid Option Fees) shall be non-refundable in the event of a termination of the Lease as provided herein. If the Commencement Date has not occurred by October 31, 2021, then commencing on November 1. 2021, LESSEE shall make monthly Option Fees payment to LESSOR in the amount of $2000.00 per month until the Commencement Date. 8.1.2 Subject adjustment as provided in Section 8.2 below, on the Commencement Date, LESSEE’s base rent during the Term shall be $2,000.00 and 10% of gross revenues generated from LESSEE’s activities on the lease site, collectively “Base Rent;” payable monthly. The Option Fees, Base Rent and all other monetary sums payable by LESSEE under this Lease are collectively referred to herein as “Rent.”

8.1.3 The term “Gross Revenues” as used in this Lease refers to the total amount of money or other consideration charged for, or received by the LESSEE for (a) all services rendered, (b) all sales made, and/or (c) all transactions engaged in under this Lease. In the case of (a), (b), or (c), such services, sales, or transactions resulted from, or were facilitated by, the activities of the LESSEE, whether such activities were direct, through third party agreements, or contractors. The term Gross Revenues is intended to be all-encompassing and is intended to apply to the fullest extent of the money or consideration charged by or received by the LESSEE for its activities under this Lease, or as facilitated by this Lease. Taxes imposed by law and paid directly to the taxing authority shall be separately stated, and are excluded from the term Gross Revenue. 8.2 Rent Adjustment. The Base Rent for the Initial Term of the Lease shall be adjusted as follows:

(a) At the beginning of the second Lease Year, and each Lease Year

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thereafter, thru and including the tenth (10th) Lease Year, the amount of the Base Rent payable for such Lease Year shall be increased by 3% over that payable for the immediately prior Lease Year.

8.3 Inspection of Books. LESSEE agrees to keep complete, accurate and up to date

records (“Accounting Records”) of all business conducted by LESSEE under this Lease. LESSOR shall have the right to audit LESSEE’s books and accounts relevant to this Lease only. If LESSOR elects to make such an audit, LESSEE shall make all appropriate books, records and accounts available within 30 days of LESSOR’s written request. LESSEE shall maintain and preserve all appropriate books, records and accounts generated during the term of this Lease for a period of four years from the date a specific entry is made. In addition, LESSEE shall provide to LESSOR any annual financial documents, such as profit and loss statements, tax returns, or audited/unaudited financial statements within 30 days of preparation of the same for LESSEE’s financial reporting purposes.

8.3.1 Accounting Records. All such books and records shall be kept in accordance with “generally accepted accounting principles” showing in detail all business done or transacted in, on, about or from or pertaining to the Premises, and Tenant shall enter all receipts arising from such business in regular books of account, and all entries in any such records or books shall be made at or about the time the transactions respectively occur. The books and source documents to be kept by Tenant must include records of inventories and receipts of merchandise, daily receipts from all sales and other pertinent original sales records and records of any other transactions conducted in or from the Premises by all persons or entities conducting business in or from the Premises. Pertinent original sales records include: (i) cash register tapes, including tapes from temporary registers, (ii) serially pre- numbered sales slips, (iii) serially pre- numbered cash receipts, (iv) settlement report sheets of transactions with concessionaires, licensees and assignees, (v) detailed original records or any exclusions or deductions from Gross Revenues, (viii) sales tax records, and (ix) all other sales records, if any, that would normally be examined by an independent accountant pursuant to generally accepted auditing standards in performing an audit of Gross Revenues. 8.3.2 Point of Sale System Requirements. If Tenant installs in the Premises a Point of Sale (POS) system with at least one POS unit, which includes mobile POS or other similar electronic devices, the POS shall meet current industry standards for transmitting, capturing and recording transactions and data in a secure fashion while protecting Card Holder Data, and shall register every transaction made in, on, about or from the Premises, including every type of Gross Revenue in real time, and an electronic or hard copy record of each. Said POS shall be accessible to and subject to inspection or audit by Executive Director or his/her designee upon request. All cash receipts must include Tenant’s identification thereon. Each sale or other transaction from the Premises must be recorded at the time of each sale or other transaction. Each customer must be issued a receipt or sales slip for each transaction, which transaction must be recorded either on a serially numbered sales slip or digital record produced by the POS. SBIAA shall have the right during business hours to examine the totals of the POS(s) used in the Premises and to inspect for compliance with this section.

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8.4 Utilities. LESSEE shall pay all charges for all electricity, gas, water, sewer, trash disposal and other utility services which may be used or consumed on or for the Premises. LESSEE shall have the right at its sole cost and expense to provide utility infrastructure and utility service to the Premises, or upgrade existing utilities as may reasonably be required by LESSEE subject to LESSOR's prior written approval of plans and specifications therefor, which approval shall not unreasonably be withheld.

8.5 Late Payments and Charges.

8.5.1 If LESSEE shall fail to pay, when the same is due and payable, any rent, amounts or charges payable hereunder, such unpaid amount shall bear interest from the due date to the date of payment at the rate of one percent (1%) per month up to the maximum rate allowed by applicable usury law. Notwithstanding the foregoing, interest will not be charged on payments of such rent, amounts or charges received by LESSOR prior to 5:00 p.m. on the 10th day of the month when due.

8.5.2 LESSEE acknowledges that late payment by LESSEE to LESSOR of rent or other charges payable hereunder will cause LESSOR to incur costs not contemplated by this Lease, the exact amount of which are extremely difficult and impracticable to fix. Such costs include, without limitation, processing and accounting charges, late charges which may be imposed on LESSOR and additional property management expenses. Therefore, if any installment of rent or other charges payable hereunder due from LESSEE is not received by LESSOR prior to 5:00 p.m. on the 10th day of the month when due, LESSEE shall pay to LESSOR as a late charge an additional sum of five percent (5%) of the amount of rent which is due but unpaid. The parties agree that this late charge represents a fair and reasonable estimate of the costs that LESSOR will incur by reason of late payment by LESSEE. Acceptance of any late charge shall not constitute a waiver of LESSEE's default with respect to the overdue amount, or prevent LESSOR from exercising any of the other rights and remedies available to LESSOR.

8.6 Security Deposit. On execution of this Lease, LESSEE shall deposit with LESSOR, or provide a surety bond, certificate of deposit or a letter of credit meeting the reasonable satisfaction of LESSOR, as security for the faithful performance of the terms, covenants and conditions of this Lease, a sum of $25,000. If LESSEE is in default, LESSOR may use the security deposit provided or any portion of it, to cure the default or to compensate LESSOR for any damages or loss sustained by LESSOR resulting from LESSEE's default. LESSEE shall immediately on demand pay to LESSOR a sum equal to the portion of the security deposit expended or applied by LESSOR as provided in this paragraph so as to maintain the security deposit in the amount required by this Section. Upon final accounting by LESSOR, any balance shall be refunded to LESSEE without interest.

9.0 Use Conditions and Reservations.

9.1. Compliance with Rules, Regulations, Ordinance, Codes and Laws. LESSEE shall at LESSEE's sole cost and expense at all times during the term of this Lease or any renewal or extension thereof comply with and observe all rules, regulations, ordinances, codes and laws which have been or may be promulgated by LESSOR or by other jurisdictions that relate to the Premises and the use of the facilities of the Airport including all fire regulations, safety

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regulations, local noise control regulations, Airport Rules & Regulations, and Airport security regulations. Such rules, regulations, ordinances, codes and laws are hereby made a part of this Lease and LESSEE's failure to keep and observe the rules and regulations shall constitute a breach of the terms of this Lease in like manner as if the same were contained herein as covenants and conditions. LESSOR reserves the right to amend or supplement the rules, regulations, ordinances, codes and laws and to adopt additional rules, regulations, ordinances, codes and laws applicable to the Premises, to LESSEE's use of the Premises, and the use of the facilities of the Airport. LESSOR shall have no obligation to LESSEE as a result of the violation of any such rules by any other person. LESSEE shall at all times obey the statutes, codes, ordinances, laws and regulations of the United States of America, the State of California, the County of San Bernardino, the City of San Bernardino, and any other governmental entity having jurisdiction as the same may from time to time be amended during the term of this Lease.

9.1.1 Airport Appropriated by Federal Government. If the Airport or any part thereof is appropriated by the Federal Government in a national emergency and, as a result thereof, LESSEE is prohibited by Federal law, rule or regulation from using or occupying the Premises, and LESSEE for such reason does not use or occupy the Premises and is not otherwise compensated for loss of use caused thereby, then, during the period in which all these conditions exist, LESSEE shall not be entitled to recover from LESSOR. Each and every provision, term and condition of this Lease shall remain in force and effect, unless by reason of the Federal Government's having appropriated the Airport or any part thereof, LESSEE shall be physically or legally prevented from carrying out such provisions, terms and conditions; LESSEE's obligation in this regard shall be suspended only during the period of time LESSEE is prevented from carrying out such obligations by reason of such appropriation by the Federal Government. The term of this Lease shall not be extended because of the occurrence of the above conditions. LESSEE’s obligation to pay rent and any other monetary payments to LESSOR shall also be suspended during the period of time LESSEE is prevented from occupying the Premises by reason of such appropriation. In the event LESSEE is prevented from occupying the Premises as a result of such appropriation for a period of more than sixty (60) days, LESSEE shall have the right to terminate this Lease.

9.1.2 Non-discrimination. The LESSEE, in the operation and use of the lands and buildings at the Airport will not on the grounds of race, age, religion, color, sex, handicap, marital status or national origin discriminate or commence discrimination against any person, or group of persons, in any manner prohibited by Part 15 of the Federal Aviation Regulations. Non-compliance with the above assurances shall constitute a material breach and, in the event of such non-compliance, LESSOR may take appropriate action to enforce compliance, may terminate the Lease to which this covenant relates, or seek judicial enforcement.

9.1.3 Agreement with the United States. This Lease shall be subordinate to the provisions of any existing or future agreement between LESSOR and the United States of America relative to the use, operation or maintenance of the Airport, the execution of which agreement had been or may now or hereafter be required as a condition precedent to the expenditure of Federal Funds for the development of the Airport; provided, that if, in the consequence of the subordination of this Lease to such agreement, LESSEE is required to give up any part or all of these leased premises or to alter, remove and/or relocate any part or all of its improvements, adjustment of rent shall be made by mutual agreement between LESSOR and

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LESSEE. LESSEE agrees to conform its use with all applicable Federal Aviation Regulations and further agrees that nothing in this Lease shall be construed to grant or authorize the granting of an exclusive right within the meaning of Section 308A of the Federal Aviation Act of 1958, as amended, (49 U.S.C. 1349a). LESSOR reserves the right to take any action it considers necessary to protect the aerial approaches of the Airport against obstruction, together with the right to prevent LESSEE from erecting, or permitting to erect, any building or other structures on the Airport which, in the opinion of LESSOR, would limit the usefulness of the Airport or constitute a hazard to aircraft.

9.1.4 Rights to Amend. In the event the Federal Aviation Agency requires modifications or changes in this Lease as a condition precedent to the granting of funds for the improvement of the air terminal or lands and improvement covered by its laws, rules or regulations, LESSEE agrees to consent to such amendments, modifications or requirements of this Lease as may be reasonably required to obtain such funds; provided, however, that in no event will LESSEE be required, pursuant to this paragraph, to agree to an increase in the rent provided for hereunder or to a change in the use (provided it is an authorized use hereunder) to which LESSEE has put the Premises.

9.1.5 Compliance with Federal Regulation. LESSEE, for himself, his heirs, personal representatives, successors in interest, and assigns, as a part of the consideration hereof, does hereby covenant and agree, as a covenant running with the land, that in the event facilities are constructed, maintained or otherwise operated on said property described in this Lease for a purpose for which a DOT program or activity is extended or for another purpose involving the provision of similar services or benefits, LESSEE shall maintain and operate such facilities and services in compliance with all other requirements imposed pursuant to Title 49, Code of Federal Regulations, DOT, Subtitle A, Office of the Secretary, Part 21, Nondiscrimination in Federally Assisted Programs of the Department of Transportation Effectuation of Title VI of the Civil Rights Act of 1964.

9.1.6 Compliance with Department of Transportation Regulations. LESSEE, for himself, his personal representatives, successors in interest, and assigns, as a part of the consideration hereof, does hereby covenant and agree as a covenant running with the land, that: (1) no person on the grounds of race, age, religion, color, sex, handicap, marital status or national origin shall be excluded from participation in, denied the benefits of, or be otherwise subjected to discrimination in the use of said facilities; (2) that, in the construction of any improvements on, over, or under such land and the furnishings of services thereon, no person on the grounds of race, age, religion, color, sex, handicap, marital status or national origin shall be excluded from participation in, denied benefits of, or otherwise be subject to discrimination, (3) that LESSEE shall use the Premises in compliance with all other requirements imposed by or pursuant to Title 49, Code of Federal Regulations, Department of Transportation, Subtitle A, Office of the Secretary, Part 21, Nondiscrimination in Federally Assisted Programs of the Department of Transportation Effectuation of Title VI of the Civil Rights Act of 1964, and as said Regulations may be amended.

9.1.7 Breach of Non-discrimination Covenants. In the event of breach of any of the above nondiscrimination covenants, LESSOR shall have the right to terminate the Lease and to render and repossess said land and the facilities thereon, and hold the same as if the Lease had

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never been made or issued. This provision does not become effective until the procedures of 49 CFR are followed and completed including expiration of appeal rights.

9.1.8 Non-Discriminatory Prices. LESSEE shall furnish its accommodations and/or services on a fair, equal and not unjustly discriminatory basis to all users thereof, and it shall charge fair, reasonable and not unjustly discriminatory prices for each unit or service; PROVIDED, that LESSEE may be allowed to make reasonable and nondiscriminatory discounts, rebates or other similar type of price reductions to volume purchasers.

9.2 Other Use Restrictions. LESSEE shall not commit or suffer to be committed any waste upon the Premises or any public or private nuisance or any other act or thing which may disturb the quiet enjoyment of any other person or organization at the Airport. LESSEE's method of lighting the Premises and its installation of all exterior light fixtures shall be subject to LESSOR's prior approval, which shall not unreasonably be withheld. All motor vehicles parked or operated upon the Premises by LESSEE, its officers, employees, passengers, guests, patrons and invitees shall be parked or operated in accordance with LESSOR's traffic and parking regulations, ordinances and other directives. LESSEE must obtain written approval from the LESSOR prior to erecting any crane, lift, or appertuance within the Premises greater than 25 feet in height. LESSEE shall ensure that all trash, debris, parts, hardware, equipment, and support equipment are contained within the Premises at all times.

9.3 Reservations.

9.3.1 LESSOR reserves the right to install, lay, construct, maintain, repair, and operate such sanitary sewers, drains, storm water sewers, pipelines, manholes, and connections; water, oil and gas pipelines; telephone, telegraph and electric power lines; and the appliances and appurtenances necessary or convenient in connection therewith, in, over, upon, through, across and along any and all portions of the leased premises. No right reserved by LESSOR in this clause shall be so exercised as to interfere unreasonably with LESSEE’s operations hereunder or to impair the security of any secured creditor of LESSEE authorized by this Lease. LESSOR agrees that rights granted to third parties by reason of this clause shall contain provisions that the surface of the Premises shall be restored as nearly as practicable to its original condition upon the completion of any construction.

9.3.2 LESSOR reserves the right to further develop or improve the landing area of the Airport as it sees fit, regardless of the desires or view of the LESSEE and without interference or hindrance. LESSOR reserves the right, but shall not be obligated to the LESSEE, to maintain and keep in repair the landing area of the Airport and all publicly owned facilities of the Airport, together with the right to direct and control all activities of the LESSEE in this regard.

10.0 Maintenance of Premises.

10.1 As Is. LESSEE agrees to accept the Premises in an "as is" condition. LESSEE acknowledges that it has inspected the Premises as thoroughly as LESSEE desires. LESSEE agrees that LESSOR has made no warranties or representations of any kind respecting the conditions of the Premises or the condition of any improvements or utilities located thereon.

10.2 Maintenance Costs. LESSEE at its sole cost and expense shall at all times

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maintain the Premises, including grounds, buildings, structures and improvements in a good state of repair and in a safe, clean, neat and sanitary condition. LESSEE hereby waives the provisions of Sections 1941 and 1942 of the Civil Code of the State of California and any statutes, laws or ordinances now or hereafter enacted permitting LESSEE to make repairs at the expense of the LESSOR or to terminate the Lease by reason of the condition of the Premises. In the event LESSEE fails to make any repairs required to be made by LESSEE in accordance with the terms of this Section, after providing ten (10) days' written notice (unless for emergency) LESSOR shall have the option but not the obligation to make such repairs at the expense of LESSEE. LESSEE shall pay as additional rent due hereunder upon demand all costs of LESSOR for making such repairs. LESSOR shall have no liability to LESSEE for any damage, inconvenience or interference with the use of the Premises by LESSEE as a result of the making of any repairs made by LESSOR under this Section and the rent shall not be abated by reason thereof.

11.0 Alterations and Improvements.

11.1 LESSEE's Improvements. shall mean any and all of LESSEE performed improvements, personal property, trade fixtures, signage and equipment, including any underground, vaulted or above ground storage tanks and related piping and wiring, specifically related to the installation of hydrogen fuel storage tanks (collectively, the "Storage Tank System"), hydrogen motor fuel dispensers, hydrogen building and or enclosures, and communication equipment, whenever and wherever placed upon a portion of the Site as further described in Exhibit A-1. LESSEE shall also have the right to repair and replace LESSEE’s hydrogen fuel equipment and storage tanks in compliance with applicable laws without obtaining LESSOR's consent thereto. All alterations, additions and replacements will be made in a good workmanlike manner without cost to LESSOR.

11.2 LESSEE shall not make, or suffer to be made, any structural modifications or alterations to the Demised Premises without first obtaining LESSOR's prior written consent to such modifications or alterations, which consent shall not be unreasonably withheld, conditioned, or delayed. Notwithstanding the foregoing, LESSOR may condition or withhold its consent in LESSOR’s sole discretion to any modifications to structural components, architectural design and/or coatings on the Demised Premises. In requesting LESSOR’s consent, LESSEE shall submit to LESSOR plans and specifications to be made sufficient for LESSOR to determine the nature and scope of such modifications or improvements. If LESSOR disapproves LESSEE's plans and specifications, LESSOR shall give the reasons for such disapproval and LESSEE shall promptly revise the same to LESSOR's reasonable satisfaction. LESSEE shall provide LESSOR with at least ten (10) days’ notice prior to having any construction materials delivered to the Demised Premises or commencing construction of any improvements, and shall reasonably cooperate with LESSOR in the posting of a notice of non-responsibility on the Demised Premises. LESSEE covenants and agrees that all improvements constructed on the Demised Premises or work performed or caused to be performed by LESSEE shall be in full compliance with all laws, rules, orders, ordinances, directions, codes, regulations and requirements of all governmental agencies, offices, departments, bureaus and boards having jurisdiction over the Demised Premises.

12.0 Surrender

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12.1 Surrender of Premises. Title to any improvements constructed on the Demised Premises by LESSEE shall remain vested in LESSEE during the Term of this Lease. Upon the expiration or termination of this Lease, all such improvements and alterations made thereto shall be surrendered to LESSOR with the Demised Premises in good condition and repair and shall become the property of LESSOR, except for Personalty and Storage Tank System belonging to LESSEE. At the request of LESSOR, LESSEE shall provide a bill of sale transferring the improvements to LESSOR. Notwithstanding the forgoing and not less than one hundred eighty (180) days prior to expiration of this Lease or contemporaneously with notification of any early termination of this Lease, LESSOR may notify LESSEE of the requirement for LESSEE to remove all or any portion of the improvements within sixty (60) days after the expiration or termination of this Lease and LESSEE shall promptly remove that portion of the improvement at LESSEE’s cost and expense.

12.2 LESSEE may, without the prior written consent of the LESSOR, at LESSEE’s sole cost and expense, install at the Demised Premises any trade fixtures, furnishings and equipment, all of which shall be deemed to be personal property of LESSEE (the “Personalty”). LESSEE shall have the right at any time during the Term to remove any or all of the Personalty, subject to LESSEE’s obligation to repair damage, if any, resulting from such removal, at its sole cost and expense.

12.3 Any trade fixtures of LESSEE not removed from the Demised Premises prior to the expiration or earlier termination of the Term of this Lease, regardless of cause, shall automatically become the property of the LESSOR, as owner of the Demised Premises to which such fixtures are attached.

13.0 Damage, Destruction or Condemnation.

13.1 Damage or Destruction. If the Premises are damaged or destroyed during the term hereof, LESSOR agrees to consult with LESSEE on the advisability of repairing or rebuilding the Premises. In the event there is destruction or damage to the Premises, LESSEE may either elect to repair or rebuild the Premises or may elect to terminate this Lease by giving notice of such election in writing to LESSOR within sixty (60) days after the occurrence of the event causing the damage. If LESSEE elects to terminate, all insurance proceeds received by either party as a result of the cost of repairing damage to the Premises shall belong to LESSOR. If LESSEE does not elect to terminate, this Lease shall continue and LESSEE shall diligently complete the repair or rebuilding of the Premises. If LESSEE elects to repair or rebuild, the damage shall be promptly repaired by LESSEE at LESSEE's expense, provided that LESSEE shall apply any insurance proceeds received as a result of such damage to the repair or replacement of the Premises. If damage to the Premises or repair or rebuilding of the Premises after such damage renders the Premises untenantable in whole or in part and the damage is not due to the default or neglect of LESSEE and LESSEE elects to repair such damage pursuant to the provisions of this Section, then a proportionate abatement of the rent shall be allowed from the ninetieth (90th) day following the date on which such damage occurs until the date LESSEE completes repairs, but in no event for longer than an aggregate of one hundred eighty (180) days. LESSEE hereby waives any rights it may have under the provisions of California Civil Code Section 1932(2) and Section 1933(4) or any successor statute thereto regarding repair and termination after destruction of part or all of the Premises.

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13.2 Total Taking. If all the Premises are taken or condemned for a public or quasi-public use, this Lease shall terminate as of the date of condemnation and LESSEE shall thereupon be released from any liability thereafter occurring hereunder.

13.3 Partial Taking. If any part of the Premises are taken or condemned for a public or quasi-public use and there is such a major change in the character of the property as to prevent LESSEE from using the Premises in substantially the same manner as theretofore used then in such event LESSEE may terminate this Lease as of the date of condemnation by giving written notice to LESSOR within fifteen (15) days after the date of condemnation. If any part of the Premises are taken or condemned for a public or quasi-public use and LESSEE does not have the power to terminate this Lease as hereinabove set forth, then this Lease shall continue in full force and effect except that as to the part so taken this Lease shall terminate as of the date of condemnation and the monthly rent payable hereunder shall be adjusted so that LESSEE shall be required to pay for the remainder of the term only such portion of such rent as the value of the remaining part after condemnation bears to the value of the Premises at the date of condemnation. Each party hereby waives the provisions of California Code of Civil Procedure Section 1265.130 or any similar statute allowing either party to petition the Superior Court to terminate this Lease in the event of a partial taking of the Premises.

14.0 Default.

14.1 Event of Default. Each of the following events shall be an event of default hereunder by LESSEE and a breach of this Lease:

14.1.1 The failure by LESSEE to pay LESSOR any rent or other charges due under this Lease as and when the same become due and payable if such nonpayment continues for a period of three (3) days after written notice thereof by LESSOR to LESSEE;

14.1.2 The failure of LESSEE to receive grant funding from the State of California during calendar year 2020 to construct LESSOR’s facilities identified in Section 4.0 herein shall be an event of default hereunder by LESSEE and a breach of this Lease.

14.1.3 The failure by LESSEE to perform or observe any other agreements, terms, covenants or conditions hereof if such nonperformance or nonobservance continues for a period of ten (10) days after written notice thereof by LESSOR to LESSEE or such performance or observance cannot be had within such 10-day period then if LESSEE has not in good faith commenced such performance within such 10-day period and does not diligently proceed therewith to completion;

14.1.4 The filing by or against LESSEE in any court pursuant to any statute of the United States or of any state of a petition in bankruptcy or insolvency or for reorganization or arrangement or for the appointment of a receiver or trustee of all or any portion of LESSEE's property if within thirty (30) days after the commencement of any such proceedings against LESSEE or after such assignment for the benefit of creditors such petition shall not have been dismissed or such assignment shall not have been revoked;

14.1.5 The transfer of LESSEE's interest in this Lease to any person, firm or corporation whether voluntarily or by operation of law except in the manner expressly permitted in this

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Lease; or

14.1.6 Vacating or abandoning the Premises by LESSEE at any time during the term hereof for a period in excess of fourteen (14) consecutive days.

14.2 LESSOR's Remedies. LESSOR shall have the following remedies in the event of default. The remedies are not exclusive-they are cumulative and in addition to any remedies now or later allowed by law. LESSOR can continue this Lease in full force and effect. The Lease will continue in effect as long as LESSOR does not terminate LESSEE's right to possession and LESSOR shall have the right to collect rent when due during the period LESSEE is in default. LESSOR can enter the Premises and relet them or any part of them to third parties for LESSEE's account. No act by LESSOR in reletting the Premises allowed by this Section shall terminate this Lease unless LESSOR notifies LESSEE that LESSOR elects to terminate this Lease. LESSOR can terminate LESSEE's right to possession of the Premises at any time upon giving notice to LESSEE. No act by LESSOR other than giving notice to LESSEE shall terminate this Lease. In the event of LESSEE's default and LESSOR's re-entering of the Premises, LESSEE agrees to pay LESSOR as an additional item of damages the cost of repairs, alterations, redecorating, lease commissions and LESSOR's other expenses incurred in reletting the Premises to a new tenant.

14.3 Attorneys' Fees. In the event of any action at law or in equity (or in the event of any arbitration required by the terms of this Lease) between LESSOR and LESSEE arising out of or concerning this Lease or any right or obligation derived therefrom, then in addition to all other relief at law or in equity, the prevailing party shall be entitled to recover from the unsuccessful party all attorneys' fees and costs incurred therein by the prevailing party.

15.0 Indemnity and Insurance.

15.1 Waiver. This Lease is made upon the express condition that LESSEE hereby waives all claims against LESSOR for damages to property or for injuries or death to any person or persons from any cause except to the extent of the negligence of LESSOR or any of its agents, employees or servants arising at any time.

A. LESSEE’s Indemnification of the LESSOR Parties. To the fullest extent permitted by law, LESSEE shall, at LESSEE’s sole expense and with counsel reasonably acceptable to the LESSOR, indemnify, defend, and hold harmless the LESSOR Parties from and against all claims, as defined in Section 15.1B, to the extent arising out of or relating (directly or indirectly), to LESSEE’s use or occupancy of the Premises or LESSEE’s activities on the Airport, including without limitation:

(1) The use or occupancy, or manner of use or occupancy, of the Airport or the Premises by LESSEE Parties;

(2) Any act, error, omission, or negligence of LESSEE Parties or of any invitee, guest, or licensee of LESSEE Parties in, on, or about the Airport or Premises;

(3) LESSEE Parties conducting of their business;

(4) Any improvement, activities, work, or things done, omitted, permitted,

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allowed, or suffered by LESSEE Parties in, at, or about the Premises or the Airport, including the violation of or failure to comply with any applicable laws, statutes, ordinances, standards, rules, regulations, order, decrees, or judgments in existence on the Commencement Date or enacted, promulgated, or issued after the Commencement Date; and

(5) Any breach or default in performance of any obligation on LESSEE’s part to be performed under this Lease, including obligations that survive expiration or earlier termination of this Lease under the terms of this Lease.

B. Definition of Claims. For purposes of this Lease, “Claims” means any and all claims, losses, costs, damage, expenses, liabilities, liens, actions, causes of action (whether in tort or contract, at law or in equity, or otherwise), charges, assessments, fines, and penalties of any kind and Environmental Matters, as defined in this Lease (including consultant and expert expenses, court costs, and attorneys fees actually incurred).

C. Type of Injury or Loss. This indemnification extends to and includes Claims for:

(1) Injury to any persons (including death at any time resulting from that injury); and

(2) Loss of, injury or damage to, or destruction of property (including all loss of use resulting from that loss, injury, damage, or destruction), and all economic losses and consequential or resulting damage of any kind.

D. Survival of Indemnification. The indemnification clauses of this Section 15.1 shall survive the expiration or earlier termination of this Lease until all claims against the LESSOR Parties involving any of the indemnified matters are fully, finally, and absolutely barred by the applicable statutes of limitations.

15.2 Insurance Coverage. During the term of this Lease including any extension or renewal thereof, LESSEE at its cost shall at all times maintain in full force and effect comprehensive public liability insurance and property damage insurance (each more particularly described below) upon the Premises.

15.2.1 General Liability. Comprehensive general liability insurance with a minimum of not less than Five Million Dollars ($5,000,000) combined single limit annual aggregate for bodily injury and property damage in connection with the use by LESSEE, sublessees, invitees, agents, suppliers and employees on the Premises.

15.2.2 Fire Insurance. LESSEE shall maintain fire insurance covering the Premises and all improvements, including protection against perils included within the classification standard fire and extended coverage together with insurance against vandalism and malicious mischief; in an amount sufficient to fully cover the replacement cost of all improvements.

15.2.3 Pollution and Remediation Legal Liability. LESSEE shall maintain Pollution and Remediation Coverage with a minimum limit of $2,000,000 that provides liability coverage on the Premises which includes, but is not be limited to:

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A. Coverage A - Pollution Legal Liability. LESSEE shall carry insurance for loss and related legal expense resulting from any pollution condition on, at, under or migrating from the Premises, which LESSEE has or will become legally obligated to pay as a result of its activities on the Premises during the term of this Lease, and where applicable, the extended reporting period.

B. Coverage B - Remediation Legal Liability. LESSEE shall carry insurance for

remediation expense and related legal expense resulting from any pollution condition on, at, under or migrating from the Premises as a result of LESSEE activity on the Premises during the term of this Lease, and where applicable, the extended reporting period.

C. Coverage C - Contingent Transportation Coverage. LESSSEE shall carry

insurance for loss, remediation expense and related legal expense resulting from any pollution condition that arises solely during the course of transportation by any carrier, which the LESSEE has or will become legally obligated to pay as a result of a claim during the term of this Lease, and where applicable, the extended reporting period.

15.3 Other Insurance Requirements. All policies shall name LESSOR as an

additional insured. Insurance shall be with a company or companies reasonably satisfactory to LESSOR in the amounts of not less than that specified herein or in minimum amounts as may be subsequently adjusted by LESSOR in the exercise of its reasonable business judgment and consistent with airport industry practice for similar kinds of activities. LESSEE shall at all times during the term of this Lease, including any extension or renewal hereof, provide LESSOR with a certificate from the insurance carrier or carriers insuring LESSOR and LESSEE as set forth herein. Insurance policies shall not be subject to cancellation except after notice to LESSOR by registered mail at least thirty (30) days prior to such cancellation. Where policies have normal expirations during the term of this Lease or any extension thereof written evidence of renewal shall be furnished to LESSOR thirty (30) days prior to such expiration.

15.4 Waiver of Subrogation. The parties release each other and their respective authorized representatives from any claims for damage to any person or to the Premises and to the fixtures, personal property, LESSEE improvements and alterations by LESSOR or LESSEE in or on the Premises that are caused by or result from risks insured against under any insurance policy carried by either party and in force at the time of any such damage to the extent of the insurance proceeds received from such policy. Each party shall cause each insurance policy obtained by it to provide that the insurance company waives all right of recovery by way of subrogation against either party in connection with any damage covered by any policy. If the insurance cannot be obtained or the party in whose favor a waiver of subrogation is desired refuses to pay the additional premium charged the other party is relieved of the obligation to obtain a waiver of subrogation right with respect to the particular insurance involved.

16.0 Hazardous Substances. The provisions of this Section 16, which govern LESSEE's obligations with regard to hazardous substances, as defined below, shall survive termination of this Lease.

16.1 Responsibility for and Definition of Hazardous Substances. LESSEE agrees to indemnify, defend, protect and hold LESSOR free and harmless from and against any and all

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claims, liability, loss, damage, actions or causes of action, costs and expenses (including attorney's fees) arising from or in connection with the presence of any Hazardous Substances in, on or under the Premises except to the extent that LESSEE can demonstrate by clear and convincing proof that such Hazardous Substances were present in, on or under the Premises prior to the commencement date or migrated onto or under the Premises from other land after such date. Furthermore, LESSEE shall, at LESSEE's sole cost and expense, be responsible for the receiving, use, storage, handling, transportation, generation, spillage, migration, discharge, release, and disposition of all Hazardous Substances to the extent any such are used, stored, brought onto, located on or shipped from or within, the Premises in connection with LESSEE's occupancy and use thereof, in accordance with all applicable rules, regulations, orders, ordinances, statutes, codes and laws. For purposes of this Lease, "Hazardous Substances" shall include but not be limited to flammable, combustible, explosive, corrosive, caustic, carcinogenic or radioactive matter, petroleum or petroleum related materials and/or substances defined as "hazardous substances", "hazardous materials", "hazardous waste" or "toxic substances" in any federal, state or local laws or regulations adopted or publications promulgated pursuant to said laws (hereinafter collectively referred to as the "Laws"). LESSEE shall, at LESSEE's sole cost and expense, comply fully with all requirements of the Laws applicable to LESSEE's use of the Premises and obligations contained herein.

16.1.1 On and after the Commencement Date, LESSEE shall not cause or permit any Hazardous Substance to be used, generated, manufactured, produced, stored, brought upon, or released on, in, under or about the Premises, or transported to or from the Premises, by LESSEE, its agents, employees, contractors, invitees, guests or vendors in violation of any Environmental Laws.

16.1.2 Without limiting the foregoing, if the activities of LESSEE, its officers, agents, employees, contractors, guests, vendors or invitees on the Premises, the Common Areas, or the Airport Roadway Area result in an unauthorized release of any Hazardous Substance, LESSEE shall at its sole cost and expense promptly take all actions necessary to fully remediate and remedy the condition caused by such release of a Hazardous Substance in compliance with all Environmental Laws.

16.1.3 LESSEE shall immediately notify the LESSOR of the occurrence of any of the following events and provide the LESSOR with a copy of all relevant documents in the custody or control of LESSEE: (i) receipt by LESSEE of any correspondence from any governmental entity regarding compliance by LESSEE with any matter set forth in this Lease; (ii) discovery or actual knowledge of LESSEE of any matter or condition of the Premises, or the Airport Roadway Area that may give rise to a claim or accrual of action against the Air Force under Section 330(d) of the National Defense Authorization Act of 1993, as amended; (iii) receipt by LESSEE of any correspondence or communication from any governmental entity regarding the application of Environmental Laws from and after the Commencement Date to the Premises or the investigation or enforcement of any such Environmental Laws in connection with the occupancy or use of the Premises by LESSEE; and (iv) discovery or actual knowledge of LESSEE of any unauthorized release of any Hazardous Substance on, in, under or around the Premises, Common Areas, or the Airport Roadway Area occurring at any time during the Term of this Lease.

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16.1.4 If pretreatment is required for any industrial wastes placed by LESSEE in the City of San Bernardino sewage treatment system under any applicable National Pollutant Discharge Elimination System (“NPDES”) permits, Environmental Protection Agency (“EPA”) regulations, or the LESSOR’s contracts for waste water treatment, LESSEE shall pre-treat such wastes as required.

16.1.5 LESSEE shall be solely responsible for obtaining and maintaining, at its sole cost and expense, any environmental permits required for its operations under this Lease, independent of any existing Airport permits, including any permits required by the SCAQMD to comply with NPDES, or required by the EPA, the City of San Bernardino or Tenant or the State of California and all agencies thereof. LESSEE shall provide copies of all such permits to the LESSOR together with all renewals or extensions thereof. LESSEE shall immediately notify the LESSOR of any notice of violation, potential violation, modification, revocation, threatened revocation, suspension, threatened suspension, or other adverse action with respect to any of its permits and provide the LESSOR with copies of all requested documents related thereto.

16.1.6 LESSOR and its agents and representatives shall have the right at any reasonable

time to enter and visit the Premises for the purposes of observing the Premises, taking and removing soil or groundwater samples, and conducting tests on any part of the Premises. LESSOR is under no duty, however, to visit or observe the Premises or to conduct tests. No site visit, observation or testing by LESSOR shall result in a waiver of any default of LESSEE or impose any liability on LESSOR. In no event shall any site visit, observation or testing by LESSOR be a representation that Hazardous Substances are or are not present in, on or under the Premises, or that there has been compliance with any law, regulation or ordinance pertaining to Hazardous Substances or any other applicable governmental law. Neither LESSEE nor any other party is entitled to rely on any site visit, observation or testing by LESSOR. LESSOR shall be obligated to disclose to LESSEE or any other party any report or finding made as a result of, or in connection with, any site visit, observation or testing by LESSOR. In each instance, LESSOR shall give LESSEE reasonable notice before entering the Premises or any other place LESSOR is permitted to enter under this Section. LESSOR shall make reasonable efforts to avoid interfering with LESSEE's use of the Premises or any other property in exercising any right provided in this Section.

16.1.7 LESSEE shall maintain compliance with the LESSOR’s Storm Water Pollution

Prevention Plan (SWPPP), as may be amended from time to time, at the sole discretion of the LESSOR. LESSEE shall disallow its officers, employees, contractors, and sub-contractors to cause substances other than those approved by the LESSOR’s SWPPP from entering into the Airport storm drain system.

16.1.8 Notwithstanding the foregoing or any other provisions in this Lease to the

contrary, LESSEE and any other occupants or users of the Premises shall be entitled to store on the Premises, and use in connection with operations at the Premises, such hazardous materials as may reasonably be required in connection with their permitted operations thereon, including, without limitation, hydrogen products, solvents used for cleaning and other chemicals normally used at such places of business; provided, however, that in all cases such hazardous materials must be stored and used in compliance with applicable Environmental Laws.

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16.2 Compliance with Environmental Conditions Covenants of Quitclaim Deed. Any use, occupancy or activity of LESSEE on the Premises resulting in the receipt by the LESSOR of a notice of default from the Air Force under the Quitclaim Deed relating to the environmental condition of the Premises shall be deemed to be a material default of LESSEE under this Lease, subject to any applicable notice and cure period provided in this Lease. The response of the LESSOR, following receipt by the LESSOR of any such notice of default or breach from the Air Force, shall not waive, stay or otherwise mitigate or remedy the material default of LESSEE under this Lease. LESSEE shall have no right under this Lease to participate in any proceeding between the Air Force and the LESSOR for the resolution of an alleged default, breach or other dispute among the Air Force, the LESSOR, the EPA or the State Department of Toxic Substance Control arising under (or in any way related to) the Quitclaim Deed.

16.3 Emergency Response. In conformity with the Quitclaim Deed and all applicable

regulations, LESSEE shall have a complete “Hazardous Materials and Spilled Fuel Containment Plan” subject to approval by the LESSOR and all applicable government agencies prior to commencement of operations on the Premises. Such plan shall be independent of the Airport and, except for initial fire response and/or spill containment, shall not rely on the use of Airport personnel or equipment. Should the LESSOR provide any personnel or equipment at the request of LESSEE, or in the event of an emergency threatening the safety of individuals, whether for initial fire response and/or spill containment, LESSEE agrees to reimburse the LESSOR for its actual costs of such response.

16.4 Inspection. The LESSOR’s rights under this Lease specifically include the right for the LESSOR and federal officials, pursuant to the Quitclaim Deed, or any other provision of law, to inspect the Premises for compliance with Environmental Laws, occupational health and safety laws and regulations, whether or not the LESSOR is responsible for enforcing them. Such inspections are without prejudice to the right of duly constituted enforcement officials to, make such inspections and are in addition to those authorized by any other provision of this Lease. Except when necessary for the immediate preservation of health, safety and welfare, or as otherwise provided in this Lease, such inspections will occur during normal business hours upon reasonable prior written notice to LESSEE, and the LESSOR shall conduct such inspections so as to reasonably minimize disruption to LESSEE operations on the Premises.

16.4.1 The LESSOR and its agents shall have the right (but not the obligation) upon

thirty (30) calendar days’ prior notice to LESSEE and without waiver of any right to seek contribution or exercise any other right or remedy against LESSEE under this Lease, to enter the Premises to conduct and perform such remedial activity on the Premises as may be required under any applicable Environmental Law.

16.5 Business Response Plan. LESSEE must prepare and maintain to the satisfaction

of the San Bernardino County Fire Marshall a "Business Response Plan" in accordance with Section 25500 et seq. of the Health and Safety Code. Said plan must be kept current and on file in the Airport, and San Bernardino County Fire Marshall's office.

17.0 Assignment and Subletting.

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17.1 Sublease. LESSEE shall not, either voluntarily or by operation of law, assign, sublet, sell, encumber, hypothecate, pledge, or otherwise transfer all or any part of this Lease or LESSEE’s leasehold estate hereunder.

17.2 Change of Ownership. LESSEE represents that it is a corporation organized and existing under and by virtue of the laws of the State of California and that its majority stockholders are John Avila, Jonathan Avila, Elizabeth Hanson, and Candlewood Partners. It is a condition of this Lease that the majority ownership of the shares of stocks with voting privileges shall not be transferred by said principal stockholders without the consent of LESSOR in writing first had and obtained, which consent shall not be unreasonably withheld. In the event of any such transfer or change of ownership without such consent of LESSOR, LESSOR at its option may terminate this Lease. Notwithstanding any other provision of this Lease, said majority stockholders may transfer all or any portion of their shares in LESSEE to any revocable trust created for the benefit of that stockholder that stockholder's spouse or that stockholder's issue.

18.0 Miscellaneous. All notices required to be given to either party under this Lease shall be in writing and shall be personally delivered, sent by nationally recognized overnight carrier (for next day or next business day delivery) or sent by United States Postal Service certified mail, return receipt requested, addressed to the LESSOR or LESSEE at the addresses provided below:

Addresses:

LESSOR: San Bernardino International Airport Authority 1601 East Third Street, Suite 100

San Bernardino, CA 92408 Attention: Executive Director LESSEE: StratusFuel, Inc.

2601 N Del Rosa Ave Suite #200 San Bernardino, CA. 92404 Attention: Ross Lipson

B. Either party may designate in writing, delivered pursuant to Section 18.0, a different address or persons for delivery of notices under this Lease. The effective date of service of any notice shall be the date such notice is mailed to LESSEE or the Executive Director, if by certified mail or overnight courier, or the date received if by personal delivery.

C. Any correctly addressed notice that is refused, unclaimed, or undeliverable because of an act or omission of the party to be notified shall be considered to be effective as of the first date that the notice was refused, unclaimed, or considered undeliverable by the postal authorities, messenger, or overnight delivery service.

18.2 Possessory Interest Tax. In the event a possessory interest tax is levied by the appropriate taxing authority of the County of San Bernardino or the State of California, it is understood that LESSEE shall be solely responsible for the payment of such tax. LESSEE shall also pay all taxes, assessments, fees, and charges on all merchandise, fixtures, and equipment

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owned or used thereon.

18.3 Non-Discrimination. The Standard Nondiscrimination and Airport Development Provisions For Leases attached hereto as Exhibit "B" are incorporated herein by this reference. LESSEE's failure to abide by the requirements set forth therein shall constitute a breach of the terms of this Lease in like manner as if the same were contained herein as covenants and conditions.

18.4 Reserved

18.5 Entire Agreement. This Lease sets forth all the covenants, agreements and conditions between LESSOR and LESSEE concerning the Premises and there are no other covenants, promises, agreements, conditions or understandings either oral or written between them. No subsequent alteration, amendment, change or addition to the Lease shall be binding upon LESSOR or LESSEE unless reduced to writing and signed by each of them.

18.6 Captions. The headings and titles to the paragraphs of this Lease are not part of this Lease and shall have no effect on the construction or interpretation of any part of this Lease.

18.7 Applicable Law and Venue. The laws of the State of California shall govern the validity, performance and enforcement of this Lease. Venue for any action brought relating to this Lease shall be held exclusively in San Bernardino County Superior Court or the United States District Court, Central District of California.

18.8 Partial Invalidity. If any term, covenant or condition of this Lease or the application thereof to any person or circumstances shall to any extent be invalid or unenforceable, the remainder of this Lease shall not be affected thereby and each term, covenant and condition shall be valid and enforced to the fullest extent permitted by law.

18.9 Tense, Number and Gender. Each number, tense and gender used in this Lease shall include any other tense, number or gender where the context and the parties hereto or the context and references therein shall require.

18.10 Negotiated Agreement. It is acknowledged, agreed and understood by the parties that this Lease and its wording have been arrived at through a process of negotiation between the parties in which each party participated to the fullest extent desired by that party and that neither party is to be deemed the party who prepared this Lease or the party who caused any uncertainty to exist within the meaning of California Civil Code Section 1654.

IN WITNESS WHEREOF, the parties hereto have executed this Lease on the dates below indicated.

Signature page follows:

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LESSOR: San Bernardino International Airport Authority

Dated: ______________________________ By:______________________________________________ Michael Burrows, Executive Director ATTEST: __________________________________ Jennifer Farris Assistant Secretary of the Commission Approved as to form and legal content: __________________________________ Legal Counsel LESSEE: StratosFuel, Inc. Dated: ______________________________ By: John Avila Chief Executive Officer, Co-Founder

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EXHIBIT "A"

DESCRIPTION OF PREMISES

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EXHIBIT "A-1" LESSEE IMPROVEMENTS

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EXHIBIT "B"

STANDARD NONDISCRIMINATION AND AIRPORT DEVELOPMENT PROVISIONS FOR LEASES

1. LESSEE for himself/herself/itself and all heirs, personal representatives, successors in interest, and assigns, as a part of the consideration for the Lease to which these Standard Nondiscrimination And Airport Development Provisions For Leases are attached or made a part (hereinafter, the "Lease"), does hereby covenant and agree as a covenant running with the land that in the event facilities are constructed, maintained, or otherwise operated on the said property described in the Lease (the "Premises") for a purpose for which a United States Department of Transportation ("DOT") program or activity is extended or for another purpose involving the provision of similar services or benefits, LESSEE shall maintain and operate such facilities and services in compliance with all requirements imposed pursuant to Title 49, Code of Federal Regulations, DOT, Subtitle A, Office of the Secretary, Part 21, Nondiscrimination in Federally-Assisted Programs of the Department of Transportation-Effectuation of Title VI of the Civil Rights Act of 1964, and as said Regulations may be amended.

2. LESSEE for himself/herself/itself and all personal representatives, successors in interest, and assigns, as a part of the consideration for the Lease, does hereby covenant and agree as a covenant running with the land that: (1) no person on the grounds of race, color, or national origin shall be excluded from participation in, denied the benefits of, or be otherwise subjected to discrimination in the use of said facilities, (2) that in the construction of any improvements on, over, or under the Premises and the furnishing of services thereon, no person on the grounds of race, color, or national origin shall be excluded from participation in, denied the benefits of, or otherwise be subject to discrimination, and (3) that LESSEE shall use the Premises in compliance with all other requirements imposed by or pursuant to Title 49, Code of Federal Regulations, Department of Transportation, Subtitle A, Office of the Secretary, Part 21, Non-discrimination in Federally-Assisted Programs of the Department of Transportation-Effectuation of Title VI of the Civil Rights Act of 1964, and as said Regulations may be amended.

3. LESSEE for himself/herself/itself and all personal representatives, successors in interest, and assigns, as a part of the consideration for the Lease, does hereby covenant and agree as a covenant running with the land that in the event of breach of any of the above nondiscrimination covenants, LESSOR shall have the right to terminate the Lease and to reenter and repossess said land and the facilities thereon, and hold the same as if said Lease had never been made or issued. This provision does not become effective until the procedures of 49 CFR Part 21 are followed and completed including expiration of appeal rights.

4. LESSEE shall furnish all accommodations and/or services on a fair, equal and not unjustly discriminatory basis to all users thereof and shall charge fair, reasonable and not unjustly discriminatory prices for each unit or service; provided, that LESSEE

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may be allowed to make reasonable and nondiscriminatory discounts, rebates or other similar type of price reductions to volume purchasers.

5. Non-compliance with Provision 4 above shall constitute a material breach of the Lease and in the event of such noncompliance LESSOR shall have the right to terminate the Lease and the estate thereby created without liability therefore or at the election of LESSOR or the United States either or both said governments shall have the right to judicially enforce these provisions.

6. LESSEE assures that LESSEE will undertake an affirmative action program as required by 14 CFR Part 152, Subpart E, to insure that no person shall on the grounds of race, creed, color, national origin, or sex be excluded from participating in any employment activities covered in 14 CFR Part 152, Subpart E. LESSEE assures that no person shall be excluded on these grounds from participating in or receiving the services or benefits of any program or activity covered by this subpart. LESSEE assures that LESSEE will require that LESSEE's covered suborganizations provide assurances to LESSEE that they similarly will undertake affirmative action programs and that they will require assurances from their suborganizations, as required by 14 CFR 152, Subpart E, to the same effect.

7. LESSOR reserves the right to further develop or improve the landing area of the San Bernardino International Airport (the "Airport") as LESSOR sees fit, regardless of the desires or view of LESSEE and without interference or hindrance.

8. LESSOR reserves the right, but shall not be obligated to LESSEE. to maintain and keep in repair the landing area of the Airport and all publicly-owned facilities of the Airport, together with the right to direct and control all activities of LESSEE in this regard.

9. This Lease shall be subordinate to the provisions and requirements of any existing or future agreement between LESSOR and the United States, relative to the development, operation or maintenance of the Airport.

10. There is hereby reserved to LESSOR, its successors and assigns, for the use and benefit of the public, a right of flight for the passage of aircraft in the airspace above the surface of the Premises. This public right of flight shall include the right to cause in said airspace any noise inherent in the operation of any aircraft used for navigation or flight through the said airspace or landing at, taking off from or operation of the Airport.

11. LESSEE agrees to comply with the notification and review requirements covered in Part 77 of the Federal Aviation Regulations in the event future construction of a building is planned for the premises, or in the event of any planned modification or alteration of any present or future building or structure situated on the Premises.

12. LESSEE by accepting the Lease expressly agrees for himself/herself/itself and all successors and assigns that LESSEE will not erect nor permit the erection of any structure or object, nor permit the growth of any tree exceeding 25 feet above

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Premises ground level without prior written approval of the LESSOR. In the event the aforesaid covenants are breached, LESSOR reserves the right to enter upon the Premises and to remove the offending structure or object and cut the offending tree, all of which shall be at the expense of LESSEE.

13. LESSEE by accepting the Lease expressly agrees for himself/herself/itself and all successors and assigns that LESSEE will not make use of the Premises in any manner which might interfere with the landing and taking off of aircraft from the Airport or otherwise constitute a hazard. In the event the aforesaid covenant is breached, LESSOR reserves the right to enter upon the Premises and cause the abatement of such interference at the expense of LESSEE.

14. It is understood and agreed that nothing herein contained shall be construed to grant or authorize the granting of an exclusive right within the meaning of Section 308a of the Federal Aviation Act of 1958 (49 U.S.C. 1349a).

15. The Lease and all the provisions thereof shall be subject to whatever right the United States Government now has or in the future may have or acquire, affecting the control, operation, regulation and taking over of the Airport or the exclusive or non-exclusive use of the Airport by the United States during the time of war or national emergency.

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EXHIBIT “C”

AIRPORT RULES & REGULATIONS

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EXHIBIT “D”

DEED REQUIREMENTS The following disclosures, notices and provisions are made by LESSOR to LESSEE and are hereby incorporated into the Lease with the same effect as if fully stated therein: 1. NOTICE OF HAZARDOUS SUBSTANCES GIVEN UNDER CERCLA SECTION 120 (h)(3) Pursuant to CERCLA Section 120 (h)(3), the applicable provisions of the Quitclaim Deed and all of the various studies and reports prepared by the Air Force, as referenced therein, the Air Force has given notice informing all interested persons of certain information relating to the presence of certain hazardous substances or toxic or contaminating materials that may affect or concern the Airport and the Premises. The CERCLA notice of the Air Force, as set forth in the Quitclaim Deed, also includes a description of remedial action taken by the Air Force that affects or concerns the Airport and the Premises prior to the date of this Lease, and the existence and effect of the remedial environmental action covenant of the Air Force concerning the Airport and the Premises. 2. AIR FORCE INDEMNITY – INSPECTION RIGHTS A. The Air Force may be obligated, pursuant to Section 330 of the National Defense Authorization Act of 1993, as amended, to indemnify the LESSOR, or LESSEE from and against certain suits, claims, demands or actions, liability, judgment, cost or fees arising out of any claim for personal injury or property damage resulting from the unauthorized release or threatened release of any Hazardous Substance, pollutant or contaminant, or petroleum or petroleum derivative on, in, under or around the Premises. In addition, except to the extent set forth in the Quitclaim Deed with respect to LBP and ACM, the Air Force may be liable pursuant to Section 120(h) of CERCLA, for certain remedial actions found to be necessary on the Premises on or after the Commencement Date. B. In the event that any governmental agency having jurisdiction over the Premises requires LESSEE, as a successor in possessory interest of the Air Force or the LESSOR in the Premises, to take any removal or remedial action with regard to any Hazardous Substance, pollutant or contaminant, or petroleum or petroleum derivative on, in, under or around the Premises for which the Air Force may be responsible under Section 120 (h) of CERCLA, or in the event of any dispute over the nature or scope of the obligations of the Air Force to indemnify LESSEE under Section 330 of the National Defense Authorization Act, or to remediate any Hazardous Substance, pollutant or contaminant, or petroleum or petroleum derivative under Section 120(h) of CERCLA, the LESSOR agrees to cooperate fully with LESSEE in tendering such a claim of indemnity to the Air Force. The LESSOR shall do so without assuming any liability, or obligation for such action, and shall sign any documents reasonably requested by any governmental agency or by LESSEE, provide any information or reasonable access to information in its possession or control and reasonably required in connection with such action. Notwithstanding anything in this Section to the contrary, no provision of this Section shall

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relieve LESSEE from its responsibility to comply with all Environmental Laws applicable to the activities of LESSEE on the Premises, nor excuse any performance otherwise required of LESSEE under this Lease, nor result in any abatement of Rent, during any period that the Premises are rendered unusable.

C. The LESSOR and the Air Force and/or their consultants, contractors and subcontractors shall have the right to enter upon the Premises and conduct investigations and surveys, to include drillings, compiling, etc., as required under the Lessee Air Force Base Installation Restoration Program, the FFA (as defined in Section 8.11A) or the Quitclaim Deed. These inspections or surveys will be coordinated with a representative designated by LESSEE and will occur on reasonable prior notice. Inspections will be conducted with a representative of LESSEE, and in such manner so as to reasonably minimize any disruption to the operations of LESSEE on the Premises.

3. PREMISES, A NATIONAL PRIORITY LIST SITE

LESSEE acknowledges that the Airport is identified as a National Priority List (NPL) Site under the Comprehensive Environmental Response Compensation and Liability Act (CERCLA) of 1980, as amended. LESSEE acknowledges that the LESSOR provided it with access to the Lessee Air Force Base Federal Facility Agreement Under CERCLA Section 120 (the “FFA”) entered into by EPA Region 9, the State of California, and the United States Air Force on June 29, 1989, and agrees that should any conflict arise between the terms of the FFA and the provisions of this Lease, the terms of the FFA will prevail. LESSEE further agrees that the LESSOR assumes no liability to LESSEE should implementation of either the FFA or any provisions of the Quitclaim Deed interfere with LESSEE’s use of the Premises. LESSEE shall not have any claim on account of any such interference against the LESSOR or any elected official, officer, agent, employee, attorney, consultant or contractor of the LESSOR. However, if the business operations of LESSEE on the Premises are substantially disrupted for a period of thirty (30) calendar days or more by activities in implementation of the provisions of the FFA or the Quitclaim Deed, then LESSEE may terminate this Lease, upon thirty (30) calendar days prior written notice to the LESSOR.

6. HAZARDOUS WASTE LINE (N/A)

The LESSOR and LESSEE further acknowledge that the United States government may be obligated, pursuant to Section 330 of the National Defense Authorization Act of 1993 (as amended), to indemnify the LESSOR and its tenants from and against any suits, claims, demands or actions, liabilities, judgments, costs or other fees arising out of any claim for personal injury or property damage resulting from the release or threatened release of any hazardous substance, pollutant or contaminant, or petroleum or petroleum derivative affecting the Premises. In addition, the LESSOR and LESSEE acknowledge that the United States government may be liable, pursuant to Section 120(h) of CERCLA, for any remedial action found to be necessary on the Premises associated with any release or threatened release of hazardous substances affecting the Premises that may have occurred prior to the date of the Quitclaim Deed.

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TO: San Bernardino International Airport Authority Commission DATE: May 27, 2020 ITEM NO: 12 PRESENTER: Michael Burrows, Executive Director

SUBJECT: REVIEW STATUS OF THE ACTION PLAN FOR THE SAN BERNARDINO

INTERNATIONAL AIRPORT AUTHORITY (SBIAA) THROUGH JUNE 30, 2020

SUMMARY On December, 16, 2015, the SBIAA Commission adopted a Strategic Plan, which identified key dates and deliverables in an effort to focus San Bernardino International Airport Authority (SBIAA) Staff and Resources to increase organizational, operational efficiencies and results. Thereafter, the SBIAA Commission adopted its Annual Budget for Fiscal Year 2019/20. Regular updates will be provided. RECOMMENDED ACTION(S) Review the Action Plan for the San Bernardino International Airport Authority through June 30, 2020. FISCAL IMPACT None. The proposed plan identifies staff resources for which funding is included in the General Fund of the adopted San Bernardino International Airport Authority (SBIAA) Budget for Fiscal Year 2019/20.

PREPARED BY: Michael Burrows CERTIFIED AS TO AVAILABILITY OF FUNDS: Mark Cousineau APPROVED AS TO FORM AND LEGAL CONTENT: Scott Huber FINAL APPROVAL: SBIAA Commission

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12 BACKGROUND INFORMATION The Action Plan identifies key dates and deliverables in an effort to focus San Bernardino International Airport Authority (SBIAA) Staff and Resources to increase organizational and operational efficiencies. This status is offered for consideration and review. Updates and adjustments should be made, as appropriate, at each monthly interval. For review and discussion. Attachments:

1. SBIAA Action Plan

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1

June, 2020 – Proposed Airport Focal AreasEnsure Operational &

Financial Stability

Rialto/ General Aviation

Hangar & MRO Improvements

3rd Street Access Improvements

Airport Marketing:Corporate/ FBO, Air Cargo, MRO,

Commercial Airline

1

1

Diversify Revenue Streams & Sources

Technical Advisory Committee

Grant Programs & Initiatives

095

2

Month Key Initiative Key Resources Completion Date

January, 2020 Airport Operations Update;FAA Reporting

SBIAA Commission, E.D., General Counsel, Aviation

Director, Director of FinanceJanuary, 2020

February , 2020Mid-Year Budget Adjustments; International Trade Initiatives;

Emergency Tabletop

SBIAA Commission, E.D., General Counsel, Aviation

Director, Director of FinanceFebruary , 2020

March, 2020 Legislative Updates; Operational Updates

SBIAA Commission & Committee, E.D., Aviation

Director, Director of FinanceMarch, 2020

April, 2020 Update Software & Website; Draft 2020 Marketing Initiatives

SBIAA Commission & Committee, Director of

Finance, Aviation Director, Asst. Secretary of

Commission

April, 2020

May, 2020

International Trade Initiatives; Draft Annual Budget Preparation and Review; Complete Financial

Analysis – COVID-19

SBIAA Commission & Committee, E.D., Director of

Finance, Exec Staff

May, 2020

June, 2020 Adopt Annual Budget

SBIAA Commission & Committee, E.D., Aviation

Director, Director of Finance, Exec Staff

June, 2020

Action Plan for SBIAA (6/30/20)San Bernardino International Airport Authority

2- Critical Path for Commission Buy-In & Implementation; Aggressive Timeline May Impact Capital Plan 096

3

SBIAA Near-Term Action Plan – ImplementationStabilize Tenants &

Infrastructure

Implement New Property and Operational Software

Review Organizational & Operational Plans

Complete 2019/20 Airport Marketing Efforts & Initiatives

Update Fiscal and Operational Procedures

International Trade Program

Business Development Initiatives; Legislative Program

Eastgate Development

May, 2020

Sub-Initiative Status:

Incomplete In Process Completed

3097

san bernardino international airport authority...

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